Intermediary Fee Agreement Template for England and Wales

An Intermediary Fee Agreement is a legally binding contract that governs the relationship between an intermediary and their client when services are provided for compensation in England and Wales. This document establishes clear terms for payment, service delivery, and regulatory compliance, protecting both parties while ensuring adherence to relevant legislation including the Employment Agencies Act 1973 and Agency Workers Regulations 2010.

When do you need this document?

You need an Intermediary Fee Agreement whenever you're acting as a go-between in commercial transactions or providing introduction services for payment. This includes recruitment agencies placing candidates with employers, business brokers facilitating company sales, property agents connecting buyers with sellers, or consultants introducing clients to service providers. The agreement is essential when your compensation depends on successful outcomes, such as commission-based arrangements or success fees. It's also required when providing ongoing advisory services where payment terms need clear definition, or when operating under regulatory frameworks that mandate written agreements between intermediaries and clients.

Key legal considerations

Your agreement must clearly define the scope of services, payment structures, and termination provisions to avoid disputes. Fee arrangements require precise specification, including whether payments are fixed, commission-based, or success-dependent, along with VAT implications and invoice requirements. You must address potential conflicts of interest, particularly if representing multiple parties or receiving payments from different sources. Confidentiality clauses protect sensitive information shared during the intermediary relationship. The agreement should include liability limitations and indemnity provisions to manage risk exposure. Consider including dispute resolution mechanisms such as mediation or arbitration clauses. Ensure compliance with consumer protection laws if dealing with individual clients rather than businesses.

Legal requirements in England and Wales

Under the Employment Agencies Act 1973, employment intermediaries must comply with specific licensing and operational requirements, including fee transparency and written terms. The Agency Workers Regulations 2010 impose additional obligations when placing temporary workers, requiring clear information about pay rates and working conditions. Your agreement must incorporate implied terms from the Supply of Goods and Services Act 1982 regarding service quality and reasonable care. The Conduct of Employment Agencies and Employment Businesses Regulations 2003 mandate specific contractual provisions for employment-related intermediary services, including fee structures and termination rights. Consider the Contracts (Rights of Third Parties) Act 1999 if end customers or other parties may need to enforce agreement terms. Ensure your agreement complies with data protection requirements under UK GDPR when processing personal information during introductions or placements.