Introducer Agreement
This agreement appoints an introducer to refer prospective customers in return for commission, setting out performance thresholds, payment structure and mechanics, (optional) exclusivity, and clawback. It is suitable for use in commercial referral arrangements across various sectors such as professional services, SaaS, property, recruitment, and other business-to-business or business-to-consumer introductions under UK law.
Introducer Agreement
This Agreement is made on [date] by and between:
(1) [company name], a company incorporated in England and Wales with company number [company number] whose registered office is at [company registered office] (the "Company"); and
(2) [introducer name], [description of introducer] (the "Introducer").
Each a Party and together the Parties.
Background
The Company provides, markets, distributes and/or arranges the provision of certain products and/or services [description of company products/services] (the "Products").
The Introducer has access to potential customers or business contacts who may be interested in the Products.
The Company wishes to appoint the Introducer to introduce potential customers on the terms set out in this Agreement.
Definitions
In this Agreement:
“Affiliate” means any entity controlling, controlled by, or under common control with a Party.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open.
“Case Value” means the gross revenue actually received and retained by the Company (or its Affiliate where relevant) from a Qualifying Transaction, excluding VAT, refunds, rebates, credits, chargebacks, financing costs and third-party commissions.
“Commission” means the remuneration payable to the Introducer under Clause 8.
“Customer Profile” means the eligibility criteria or target market description specified by the Company from time to time.
“Data Protection Laws” means all applicable data protection and privacy laws in force in the United Kingdom, including UK GDPR, the Data Protection Act 2018 and PECR.
“Excluded Customer” means:
any existing or previous customer of the Company or its Affiliates;
any person already in active discussions with the Company within the previous [excluded customer exclusion period in months] months;
any person previously introduced by a third party and recorded in the Company’s systems.
“Introduction” means the provision by the Introducer to the Company of:
the full name and contact details of a Potential Customer;
confirmation of valid consent to referral;
sufficient information to determine whether the Customer Profile is met;
and which is acknowledged in writing by the Company.
“Introducer Services” means the sourcing and Introduction of Potential Customers and performance of obligations under this Agreement.
“Law” means any statute, regulation, rule, regulatory requirement, binding code of practice or order having legal effect.
“Potential Customer” means a third party who:
is not an Excluded Customer;
meets the Customer Profile;
has provided informed consent to being contacted.
“Qualifying Transaction” means a legally binding agreement for the provision of Products which:
arises directly from an accepted Introduction;
completes; and
results in receipt of Case Value.
“Term” has the meaning given in Clause 17.
Appointment
The Company appoints the Introducer on a non-exclusive basis to provide the Introducer Services during the Term.
The Introducer accepts the appointment.
Nothing in this Agreement obliges the Company to:
accept any Introduction;
enter into any agreement;
maintain any Product line.
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a services contract for the sourcing of business leads rather than a sales agency agreement. It contains specific clawback rights for commissions and explicit exclusions for existing customers or those previously introduced by third parties. It is not an agency agreement that grants the introducer the authority to negotiate or sign contracts on the company's behalf.
When should you use it?
Use this document when you want to reward a third party for successfully referring new customers who complete a transaction. Use a Sales Agency Agreement instead if the third party will have the authority to negotiate terms and close sales on your behalf.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3 | Appointment | Appoints the Introducer on a non-exclusive basis to source Potential Customers, with an optional provision for exclusive territory rights. |
| 3.4 | Territory and Exclusivity | Conditions exclusivity on achieving minimum performance requirements, such as a specific number of Introductions or a minimum Case Value. |
| 4 | Nature of Relationship | Disclaims any partnership or employment relationship and confirms the Commercial Agents (Council Directive) Regulations 1993 do not apply. |
| 5 | Obligations of the Introducer | Requires the Introducer to maintain professional indemnity insurance of at least a specified amount and verify each Potential Customer's informed consent. |
| 8 | Commission | Limits Commission entitlement to Qualifying Transactions that complete within a specified number of months and result in cleared funds. |
| 8.6 | Clawback | Permits the Company to offset or invoice for Commission previously paid if Case Value is later refunded, reduced, or written off. |
| 11 | Data Protection | Obliges the Introducer to notify the Company of any Personal Data Breach within 24 hours of discovery. |
| 16 | Limitation of Liability | Caps the Company’s total liability in any 12-month period at the total Commission paid during that same period. |
| 17.4 | Tail Commission | Ensures Commission remains payable for transactions concluded within a protection period after termination if attributable to a pre-termination Introduction. |
Who it's for
- a UK company appointing a referral partner to source customers for products or services
- an individual or business acting as a non-exclusive introducer in England and Wales
- a firm requiring a performance-based exclusivity clause for sales territory development
- a business relationship requiring compliance with UK GDPR and PECR data laws
How long it runs and how it's signed
Law it's drafted under
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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