Module 1 · Chapter 1
What a White Label Agreement Is, and Why Both Sides Want One
Some software is sold under the brand of a company that did not make it. A white label agreement sets the terms between the maker and the seller.
In this chapter
- What a white label deal is, and why each side wants one
- The deal in this workbook, and who contracts with whom
- Why payroll can never stop, and the road from signing to exit
1.1White label SaaS in one paragraph
White label software is made by one company and sold by another under the seller's own brand. The customer sees only the seller's name. This workbook follows one white label deal for SaaS (software used online for a monthly fee), and the agreement behind it. You are a trainee in the commercial and technology team at Haverleigh Dunn LLP in Bristol, and you act for the software company.
Key point
The brand on the screen is the seller's. The software and its upkeep stay with the maker. The seller finds the customers and looks after them. The maker hosts the software, mends it and keeps it up to date.
1.2Why both sides want a white label deal
Why would a software company let another business sell its software under a different name? Because it gets something it cannot easily get alone:
- Many new customers, without paying to find and win them.
- Customers who already trust the seller, so they sign up faster.
- Income that grows each month as the seller signs up more customers.
The seller is usually a business that already has the customers but not the software. It wants the deal for its own reasons:
- It gets a product in months, not the years it would take to build one.
- It keeps its clients, who would otherwise buy the software somewhere else.
- Its own name is on the product, so its clients never meet the maker.
- The maker carries the cost of hosting, mending and updating the software.
Each side then depends on the other. The seller's name rests on software it did not write, and the maker's income rests on customers it never meets. The agreement says who does what, and what happens when one side lets the other down.
1.3The deal in this workbook
Larchpay is a payroll software company. Its app works out the pay of small employers' staff, sends payslips and makes the reports that HMRC, the UK tax authority, requires. Larchpay sells the app direct to employers under its own name.
Tressick is an HR consultancy. It has about 600 small employers as clients, such as cafés, dental practices and nurseries. Many of them ask it to “just do the payroll too”. Tressick wants a payroll app of its own, under its own brand and at its own web address.
So in March 2026 Larchpay and Tressick sign a white label agreement, which this workbook calls “the Agreement”. Tressick sells the app to its own clients as Tressick Payroll. Tressick pays Larchpay a set-up fee, then a monthly fee for each employee paid through the app, and Chapter 7 sets out the sums.
The Agreement calls each employer that uses the app through Tressick an End Customer. Each End Customer signs up with Tressick, on Tressick's terms, and has no contract with Larchpay. Their employees are not End Customers. They just get their pay and payslips through the app.
The Agreement opens with a short background that says what each side does:
Read in the Agreement →(A) The Provider runs the Service, an online payroll service, and sells it to employers under its own brand.
(B) The Partner advises small employers on human resources and wishes to offer the Service to its clients under its own brand.
(C) The Provider has agreed to this on the terms of this Agreement.
In the Agreement, Larchpay is “the Provider” and Tressick is “the Partner”. The first two paragraphs both end with “under its own brand”. So one app is sold under two brands: Larchpay's own, and Tressick's. Chapter 2 explains how both can sell it at once.
These are the two companies and your own team:
| Who's who | What they do |
|---|---|
| Larchpay Limited (“Larchpay”) | The software company in Bristol. It makes the payroll app, hosts it and keeps it running. |
| Tressick HR Limited (“Tressick”) | The HR consultancy in Exeter. It sells the app to its clients as Tressick Payroll. |
| Haverleigh Dunn LLP | Larchpay's solicitors in Bristol, and your firm. |
| Esther Thwaite | The senior associate. She acts for Larchpay on the deal and supervises you. |
1.4Why payroll can never stop
Payroll is the one job a small employer cannot put off. Employees expect their pay on the right day, and the employer must report each payment to HMRC. If the app fails on pay day, a nursery's employees may go unpaid. The nursery will blame Tressick, the only name it sees on the app.
So Tressick needs firm promises from Larchpay, and the Agreement gives three. The service levels in Schedule 3 set how well the app must run. Larchpay must keep the app up to date with every change in payroll law and every new tax year (clause 5.4). And when the deal ends, Larchpay keeps the app running for a time, so that End Customers can move to other software (clause 15.1).
The deal runs through six stages. From go-live to the end of the exit, payroll must never stop:
| Stage | What happens |
|---|---|
| Signing | Larchpay and Tressick sign the Agreement. From then on, both are bound by it. |
| Set-up | Larchpay builds Tressick Payroll: the app in Tressick's brand, at Tressick's web address. Then Larchpay tests the app. |
| Go-live | Tressick confirms in writing that the app has passed its tests. Tressick Payroll opens to End Customers. |
| Running | Tressick signs up End Customers and answers their questions. Larchpay keeps the app running and up to date, and Tressick pays its fees each month. |
| The end | The Agreement runs for three years from go-live, then year by year until one side gives notice. It can also end early. |
| The exit | For up to six months, Larchpay keeps the app running for the End Customers already using it, so they can move. Then it gives Tressick all their data and deletes its own copies. |
1.5Your job
Your first job is a deal sheet: one page that shows what the Agreement makes each side do, and by when. Larchpay's staff will run this deal for years, and few of them will read the whole Agreement. So the deal sheet is what they will check first when a question comes up.
Take each point from the Agreement itself, not from notes of the talks, and give its clause number. Then anyone can check the point against the clause. Anything you cannot answer from the Agreement goes to Esther Thwaite.
- The parties, and what each one does under the Agreement.
- What Tressick may sell, to whom, and under which brand (clause 2.1).
- The fees, and when each one is due (Schedule 2).
- The set-up, the tests and go-live (clause 5).
- What Larchpay promises about the app and its support (Schedule 3).
- How long the Agreement lasts, how it ends, and the exit (clauses 14 and 15).
Key takeaways
- End Customers see only Tressick Payroll. Larchpay runs the app behind it and never meets them.
- Larchpay gains customers without finding them. Tressick gets a product in months and keeps its clients.
- End Customers contract only with Tressick. They have no contract with Larchpay.
- Payroll can never stop, so Larchpay promises service levels, legal updates and a safe exit.