Introducer Agreement Template for the United Kingdom
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What is a Introducer Agreement?
An introducer agreement is a contract under which one party (the introducer) agrees to refer potential customers or business contacts to another party (the principal) in return for a fee or commission. Unlike an agent, an introducer typically has no authority to negotiate or conclude contracts on the principal's behalf, and their role ends once the introduction is made. This distinction matters because it affects tax, liability and whether regulatory regimes such as those covering commercial agents apply. A clear written agreement sets out how introductions are made, when commission is payable and how the relationship can be brought to an end.
Frequently Asked Questions
What is the difference between an introducer and an agent?
An introducer simply refers potential customers and has no authority to negotiate or conclude contracts, whereas an agent can act on the principal's behalf to arrange or make deals. This distinction affects liability, tax and whether the Commercial Agents Regulations apply.
When is commission payable under an introducer agreement?
That depends entirely on the drafting, but commission is usually earned only when a valid introduction leads to a contract or payment within an agreed period. Clearly defining a qualifying introduction and the trigger for payment avoids later disputes.
Do I need to worry about data protection when sharing contact details?
Yes. Sharing an individual's personal data requires a lawful basis and compliance with the UK GDPR and Data Protection Act 2018, so the agreement should set out each party's data protection responsibilities.
Can an introducer agreement be exclusive?
Yes, the parties can agree that the introducer is the only source of introductions in a territory or market, or leave the arrangement non-exclusive. The chosen approach should be stated expressly to avoid ambiguity.
Is a written introducer agreement legally required?
A verbal arrangement can be binding, but a written agreement is strongly recommended because it records the commission terms, scope and duration and greatly reduces the risk of disputes over what was agreed.
About the Introducer Agreement
A Introducer Agreement usually covers the following.
- Parties and role of the introducer: Identify the principal and introducer and state clearly that the introducer acts independently with no authority to bind the principal or negotiate terms.
- Scope of introductions: Define what constitutes a valid introduction, the target market or territory and any restrictions on the type of prospects introduced.
- Commission and payment terms: Set out the commission rate or fee, how it is calculated, when it becomes due and the timing and method of payment.
- Qualifying introductions and duration of entitlement: State how long after an introduction a resulting deal must complete for commission to be earned and address repeat or ongoing business.
- Exclusivity and non-circumvention: Clarify whether the arrangement is exclusive and prevent either party bypassing the other to avoid paying commission on introduced contacts.
- Data protection and confidentiality: Require both parties to handle personal data of introduced contacts lawfully and to keep commercially sensitive information confidential.
- Term and termination: Specify the length of the agreement, notice periods and whether commission remains payable on introductions made before termination.
- Liability, warranties and indemnities: Allocate responsibility for the introducer's representations and limit the principal's exposure for the introducer's conduct.
- Governing law and dispute resolution: State the governing law and jurisdiction and set out how disputes will be handled.
GOVERNING LAW
Applicable law
This Introducer Agreement is drafted to comply with United Kingdom law. Key legislation includes:
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