How Licensees Work

This page is the complete, authoritative explanation of the Licensee roles on Frega. It forms part of Frega's Terms of Service by reference. If you have read anything about the Licensee role elsewhere that conflicts with this page, this page is correct.

Important: Licensee fees are not investments and do not provide equity or any financial return from Frega's growth. They cover administrative and infrastructure costs. Licensee payments are variable, based on activity within the relevant territory or area, and should not be considered a reliable or primary source of income.

What Is a Licensee?

A Licensee is a community coordinator who represents Frega within a specific geographical area. Their primary role is to nurture the organic growth of the platform by introducing and supporting a small number of businesses, and by working closely with those businesses to optimise engagement with and use of the platform by their customers — with particular focus on customers who are themselves businesses, Frega's primary target market.

Licensees provide local, face-to-face support that complements the platform's digital tools. They light the blue touch-paper for natural, organic growth, supporting their businesses with access to dashboards, the Get Rid of the Red framework, and all further tools and updates as determined and implemented by Frega. Licensees are independent service providers — not employees of Frega. All licences are held by Frega until a Licensee is appointed.

What a Licensee's role is not: Licensees do not compete with the businesses they support for incidental referral links, nor do they compete with Advocates or other community members within their territory or area. Their role is facilitation and support — one that will naturally result in incidental Advocacy as a by-product of that work, but advocacy is not their primary focus and should never become the primary motivation for the role.

There are two levels of Licensee role:

Territory Licensee — operates within a specific local territory of approximately 100,000 residents and 10,000 businesses.
Area Licensee — operates across a broader regional area, supporting and overseeing approximately ten Territory Licensees.

Territory Licensees

What They Do

Territory Licensees provide local, face-to-face presence and support within their territory. They help businesses and users in their area get started on the platform, answer questions, and provide the kind of in-person support that digital tools cannot always replicate. They work within the Get Rid of the Red framework, helping local users understand their activity and identify areas where support may be helpful.

Appointment and Fees

Territory Licensees secure their appointment through a standard establishment fee of $1,000, applied uniformly regardless of the territory's current activity level. There is also a nominal annual renewal fee of $10, payable on each anniversary of appointment to maintain the licence in good standing.

Important: The $1,000 establishment fee covers administrative, infrastructure, and coordination costs. It is not an investment. It does not entitle the Licensee to equity, a share of Frega's assets, or any financial return from the growth of the platform. It is not the purchase of a revenue stream or income right.

Revenue Share

Territory Licensees receive 2.5% of service fees generated within their territory. These payments are for the coordination services they deliver. Payments are variable and will fluctuate with platform activity in the territory.

Maturity Adjustment

Where a territory is already generating service fee revenue at the point of a new Licensee's appointment, a maturity adjustment applies to their revenue share during the first two years. This reflects Frega's prior investment in establishing activity within that territory. The adjustment reduces over time, and from year three onwards the Licensee receives their full 2.5% rate regardless of the activity level inherited at appointment.

The band is determined by the monthly territory revenue recorded at the point of appointment and does not change retrospectively if revenue subsequently moves into a different band.

Monthly Licensee Revenue Allocation at Appointment	Year 1	Year 2	Year 3+
$0 – $1,000	100%	100%	100%
$1,001 – $2,000	80%	90%	100%
$2,001 – $4,000	65%	82%	100%
$4,001 – $7,000	50%	75%	100%
$7,001 – $10,000	35%	65%	100%

Percentages shown are applied to the Licensee's full monthly revenue allocation. For example, a Licensee whose allocation at appointment is $5,000 per month would receive 50% of that — $2,500 — in year one, rising to 75% — $3,750 — in year two, and the full $5,000 from year three onwards.

Area Licensees

What They Do

Area Licensees support and oversee approximately ten Territory Licensees within their area. They provide area-wide coordination, mentorship for Territory Licensees, and escalation support for issues that cannot be resolved at the territory level.

A central part of the Area Licensee's role is working with Territory Licensees and their businesses to maintain consistent, well-planned Growth Point sales and AdDrop campaigns — structured around the seasons, local events, and trading patterns to maximise customer engagement and drive footfall. Through their area-level dashboard, Area Licensees maintain a clear, real-time view of activity across all territories, identifying where momentum is strong and where additional support or stimulus is needed, and driving the platform forward accordingly.

Appointment and Fees

Area Licensees secure their appointment through a setup fee of $10,000 and a nominal annual renewal fee of $100, payable on each anniversary of appointment to maintain the licence in good standing. These fees contribute to maintaining regional infrastructure. They are not investments and do not provide equity or financial returns from platform growth.

Revenue Share

Area Licensees receive 1.5% of service fees generated across their area. Payments are variable and will fluctuate with platform activity across the territories within the area.

Maturity Adjustment

Where an area is already generating service fee revenue at the point of appointment, a maturity adjustment applies to the Area Licensee's revenue share during the first two years. The band is determined by the combined monthly revenue across the area at the point of appointment and does not change retrospectively.

Monthly Licensee Revenue Allocation at Appointment	Year 1	Year 2	Year 3+
$0 – $10,000	100%	100%	100%
$10,001 – $20,000	80%	90%	100%
$20,001 – $40,000	65%	82%	100%
$40,001 – $70,000	50%	75%	100%
$70,001 – $100,000	35%	65%	100%

Percentages shown are applied to the Area Licensee's full monthly revenue allocation. For example, an Area Licensee whose allocation at appointment is $50,000 per month would receive 50% of that — $25,000 — in year one, rising to 75% — $37,500 — in year two, and the full $50,000 from year three onwards.

From year three onwards, all Area Licensees receive their full 1.5% revenue share rate regardless of the activity level inherited at appointment.

Accelerated Normalisation

A Licensee subject to a maturity adjustment may elect to accelerate to their full revenue share rate — 2.5% for Territory Licensees, 1.5% for Area Licensees — at the end of year one, rather than waiting until year three, by paying an accelerated normalisation fee determined by Frega at that time.

The accelerated normalisation fee reflects the remaining adjustment period being waived. It is calculated on the basis of the adjustment differential applicable to the territory or area at the time of election, and will not exceed six months of that differential.

Election conditions:

Election is entirely voluntary.
It must be made within 30 calendar days of the first anniversary of appointment.
If the window is missed, the option is no longer available. It does not recur at year two.
The accelerated normalisation fee will not exceed six months of the adjustment differential.

Worked example — Territory Licensee

A Territory Licensee is appointed into the $1,001–$2,000 band, attracting an 80% year one rate. Through active engagement, they grow their territory's monthly revenue allocation to $5,000 by the end of year one — meaning their monthly revenue share at that point is $4,000 (80% of $5,000). Entering year two, their rate increases to 90%, bringing their monthly share to $4,500. The adjustment differential at the point of election is therefore $500 per month — the gap between the 90% year two rate and the full 100% rate they would receive from year three.

The maximum accelerated normalisation fee is six months of that differential: 6 × $500 = $3,000. By paying this fee, the Licensee moves immediately to their full 100% rate — receiving $5,000 per month rather than $4,500.

If revenue remains stable and they do not elect, they receive $4,500 per month for the entirety of year two — $500 per month less than the full rate, totalling $6,000 less over the year. If revenue continues to grow, the cost of not electing is higher still. The election fee is therefore capped at a maximum equivalent to six months of the differential, while the benefit of electing compounds for the year.

Eligibility and Restrictions

To be eligible for appointment as a Licensee, you must meet all of the following requirements at the time of application:

You must be 18 or older.
You must be a registered Frega member for a minimum of 30 days prior to application.
You must be local to the territory or area you are applying for — resident within, or in close proximity to, the area.
You must be actively using Frega services.
You must have generated five or more active referrals, of which at least one must be an active business, and you must have completed a Growth Point transaction with that business as an Advocate.
You must have used Frega Chat.
You must have reliable internet access and competent computer skills.
You must agree to be bound by Frega's GDPR obligations and Frega's Terms of Service.

Meeting these criteria qualifies you to apply. It does not guarantee appointment. Frega retains absolute discretion over whether to award a licence and reserves the right to conduct an interview or onboarding call with any applicant prior to appointment.

In addition, applicants for an Area Licensee role must be able to demonstrate relevant experience and competency in coordination, campaign management, and working with business communities. Area Licensees are expected to engage productively with Territory Licensees, local councils, chambers of commerce, and business groups and associations across their area, and applications will be assessed accordingly.

Sub-licensing prohibited: Sub-licensing of any kind is strictly prohibited. No Licensee may sub-lease, sub-license, or pass on any portion of their licence to any third party under any circumstances. Breach of this condition is grounds for immediate termination of the licence without refund.

Licensees may also be Advocates.
Licensees cannot hold Consultant or Publisher roles simultaneously.
Appointment is subject to availability of territories and areas in your region — contact customer-support@frega.co.uk to enquire.

Termination

For-Cause Termination

Frega may terminate a licence immediately and without compensation where a Licensee is in breach of their obligations. Grounds for immediate for-cause termination include:

Fraud, misrepresentation, or criminal conduct
Conduct bringing Frega into disrepute
Breach of compliance or GDPR obligations
Failure to pay the annual renewal fee within 14 days of a written remedy notice
Any attempt to sub-license, sub-lease, or assign the licence without Frega's prior written consent
A period of inactivity exceeding 14 consecutive days without prior written arrangement with Frega

Upon for-cause termination, the Licensee forfeits all establishment and annual fees paid. No compensation is payable. The Licensee must immediately cease all use of the Frega name, marks, platform, and associated materials.

Without-Cause Termination

Frega reserves the right to terminate a licence without cause only in the following genuine operational circumstances: permanent discontinuation of the Frega platform; a regulatory requirement that prevents the licence relationship from continuing; or a fundamental restructuring of Frega's operations that makes the licence relationship untenable. Without-cause termination may not be used as a mechanism to remove compliant Licensees for the purpose of reissuing their territory or area to third parties or generating new establishment fee income.

The following protections apply to any Licensee in good standing at the point of a without-cause termination notice:

Minimum tenure protection. Frega may not invoke without-cause termination within the first year of a licence held by a Licensee in good standing. A Licensee who has been active, compliant, paid their annual fees, and met minimum activity thresholds for their territory or area is entitled to a minimum one-year operating period.

Compensation. Where without-cause termination is invoked after the one-year minimum period, Frega will pay the Licensee a compensation sum equivalent to 12 months of that Licensee's average monthly revenue share over the preceding 3 months, calculated at the point notice is given, payable in six equal instalments over the 12 months following termination. This is in addition to a pro-rata refund of any annual fee paid in advance. Notice of not less than 90 days must be given in writing before the termination takes effect.

Right of first refusal. If Frega terminates a licence without cause and subsequently reissues the same territory or area to any third party within 24 months of the termination date, the original Licensee shall have the right of first refusal to reacquire the licence at the prevailing establishment fee and on the then-current standard terms. Frega must notify the former Licensee by email before any such reissue and allow not less than 7 days for the right of first refusal to be exercised.

Good Standing

For the purposes of these terms, a Licensee is considered to be in good standing where they are: actively fulfilling their coordination role within their territory or area; compliant with all Frega terms, conditions, and GDPR obligations; current on payment of all annual renewal fees; and meeting the minimum activity thresholds for their territory or area as communicated by Frega from time to time.

Licensee-Initiated Termination

A Licensee may terminate their licence at any time by providing written notice to Frega — 30 days for Territory Licensees, 90 days for Area Licensees. During the notice period, the Licensee must continue to fulfil their responsibilities and cooperate with any transition of active business relationships back to Frega. Establishment fees are non-refundable. The annual fee, if paid in advance, will be refunded on a pro-rata basis at Frega's discretion. Upon expiry of the notice period, the Licensee must immediately cease use of the Frega brand, platform, and all associated materials.

Mutual Termination

Where both parties agree to terminate, the terms of exit — including the effective date, any financial settlement, and discharge of obligations — will be recorded in a written termination agreement. Both parties will be released from further obligations from the effective date, subject to the post-termination obligations set out below.

Post-Termination Obligations

Regardless of how a licence is terminated, the following obligations apply: the Licensee must immediately cease use of the Frega name, marks, and platform; return or securely delete any Frega or customer data in accordance with GDPR; maintain confidentiality of all proprietary information for a period of five years; and refrain from soliciting active merchant relationships introduced through the licence for a period of 12 months from the termination date.

For Partners — Overview of all independent service roles.

Definitions — Official definitions of Licensee, Territory Licensee, Area Licensee, and all related terms.