Introducer Agreement template

Overview

An introducer (or referral) agreement governs a relationship in which one party — the introducer — passes on business leads or introduces prospective customers to another party, in return for a commission if a sale results, without itself negotiating or concluding contracts on the other party's behalf. English law has no direct equivalent to the French 'apporteur d'affaires' as a distinct legal status: an introducer arrangement is simply a services contract, governed by ordinary contract law and freely shaped by the parties. The single most important point to get right is keeping the introducer's role clearly distinct from that of a commercial agent under the Commercial Agents (Council Directive) Regulations 1993 (the '1993 Regulations'). A commercial agent is someone with continuing authority to negotiate the sale or purchase of goods on behalf of a principal, or to negotiate and conclude such sales on the principal's behalf. Where the 1993 Regulations apply, the agent gains mandatory statutory rights that cannot be excluded by contract, most importantly the right to compensation or an indemnity on termination of the agency (calculated, broadly, by reference to commission earned), regardless of what the written agreement says. An introducer who merely identifies and refers a prospect, with no authority to negotiate terms or conclude the deal, falls outside the 1993 Regulations altogether and has no such statutory termination rights — the parties' written agreement is what governs. Because the label the parties choose does not control the legal characterisation — a tribunal will look at what the introducer actually does — the agreement must be drafted, and the relationship operated in practice, so that the introducer genuinely has no negotiating or concluding authority. When to use it: whenever a party wants to pay a finder's fee or referral commission for introductions, without creating a commercial agency relationship and its associated termination liabilities. Common in professional services, financial services introductions (subject to separate FCA rules where relevant), SaaS referral programmes, and B2B lead generation. Parties: the principal (who pays commission on successful introductions) and the introducer (who identifies and refers prospects, without authority to negotiate or contract on the principal's behalf). Key clauses: a clear statement that the introducer has no authority to negotiate terms, agree pricing, or conclude contracts on the principal's behalf — introductions only; the definition of a qualifying introduction and how it is recorded; the commission structure and trigger event (e.g. on signed contract, or on payment received); payment timing; term and termination, expressly on notice, without any statutory compensation regime since the 1993 Regulations do not apply; confidentiality; and, where relevant, exclusivity or non-exclusivity of the introducer's role. Pitfalls to avoid: letting the introducer negotiate prices or terms with prospects in practice, even if the contract says they cannot — conduct can override the label and risk triggering the 1993 Regulations; leaving the commission trigger event ambiguous (introduction vs. signed contract vs. payment received); and, where financial products or regulated activities are involved, failing to check whether the introduction itself amounts to a regulated activity under the Financial Services and Markets Act 2000, which can require FCA authorisation regardless of how the commercial arrangement is labelled.

Information to customize

• Principal's registered name

• Principal's registered address

• Introducer's name or registered name

• Introducer's address

• Products/services the introducer may refer prospects for

• Definition of a qualifying introduction

• Commission rate or amount

• Event triggering commission payment

  E.g. signed contract, or payment received from the introduced customer.

• Payment terms once commission is due

• Exclusive or non-exclusive introducer role

• Contract term

• Termination notice period

• Date of signature

Customize your template

Frequently asked questions

What is the difference between an introducer and a commercial agent under English law?

An introducer only identifies and refers prospects, with no authority to negotiate terms or conclude contracts. A commercial agent has continuing authority to negotiate, or negotiate and conclude, sales on the principal's behalf. This distinction matters because commercial agents gain mandatory statutory rights — including compensation or an indemnity on termination — under the Commercial Agents (Council Directive) Regulations 1993, which an introducer does not have.

Can we just call someone an 'introducer' to avoid the 1993 Regulations?

No. A tribunal looks at what the person actually does, not the label used in the contract. If an 'introducer' in practice negotiates prices or terms with prospects, they may be found to be a commercial agent regardless of how the agreement describes them, triggering the statutory termination rights.

Does the introducer get any statutory payment when the agreement ends?

No — because a genuine introducer arrangement falls outside the 1993 Regulations, there is no statutory compensation or indemnity on termination. The introducer is only entitled to commission properly earned on qualifying introductions made before the agreement ends, as set out in the contract.

When is commission actually payable?

This should be defined precisely in the agreement — commonly on the introduced customer signing a contract with the principal, or on the principal actually receiving payment from that customer, rather than on the introduction alone.

Do introducer arrangements need FCA authorisation?

It depends on what is being introduced. Where the introduction relates to a regulated financial product or activity, the introduction itself can amount to a regulated activity under the Financial Services and Markets Act 2000, requiring FCA authorisation or an appropriate exemption — this should be checked separately from the commercial terms.

Related templates