Introducer / Referral Agreement template, UK

INTRODUCER (REFERRAL) AGREEMENT

Commission for introducing new clients — the introducer does not negotiate or sell

THIS AGREEMENT is made on __________

BETWEEN:

(1) __________ (Company Number: __________), whose registered office is at __________ (the "Company"); and

(2) __________ (Company Number: __________) of __________ (the "Introducer").

BACKGROUND

The Company supplies __________. The Introducer has contacts who may wish to buy them and has agreed to introduce them to the Company in return for commission on the terms below. The Introducer is not appointed to negotiate or conclude sales and the Commercial Agents (Council Directive) Regulations 1993 are not intended to apply.

AGREED TERMS

1. DEFINITIONS

"Commission" means the commission payable under clause 5. "Introduction" means the Introducer providing the Company, in writing, with the name and contact details of a Prospect together with the Prospect's confirmation that it consents to being contacted, in each case before the Company has had any contact with that Prospect about the Services. "Prospect" means a person or business in __________ that is not an existing or former customer of the Company and is not already in discussions with the Company. "Qualifying Contract" means a contract for the supply of __________ between the Company and a Prospect (or its group company) entered into within __________ months after the Introduction. "Net Revenue" means amounts actually received by the Company under a Qualifying Contract, excluding VAT, expenses, third-party costs and refunds. "Term" means the period in clause 3.

2. APPOINTMENT AND SCOPE

(2.1) The Company appoints the Introducer on a non-exclusive basis to identify and introduce Prospects during the Term. The Company may appoint other introducers and may market directly.

(2.2) The Introducer shall: (a) only introduce Prospects it reasonably believes may be interested and that have consented to be contacted; (b) describe the Company and its Services only by reference to materials the Company has approved, and make no representation, warranty or promise on the Company's behalf; (c) not negotiate terms, agree prices, accept orders or hold itself out as the Company's agent; (d) comply with all applicable laws, including the Bribery Act 2010, the Privacy and Electronic Communications Regulations 2003 (no unsolicited electronic marketing without consent) and the UK GDPR (the Introducer is an independent controller of the data it collects about Prospects and shall have a lawful basis to share it); (e) not introduce Prospects it has approached by unlawful or unethical means; and (f) disclose to each Prospect that it will receive a commission from the Company if the Prospect contracts.

(2.3) The Company shall: (a) acknowledge each Introduction in writing within __________ Business Days, stating whether it accepts it as a valid Introduction (it may reject a Prospect that is an existing customer, already in discussions, or that it does not wish to deal with, acting reasonably); (b) decide in its absolute discretion whether to contract with any Prospect and on what terms; (c) keep the Introducer informed in general terms of progress with accepted Prospects; and (d) maintain accurate records of Qualifying Contracts and Net Revenue.