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.

Territory and Exclusivity

Subject to this clause, the Company appoints the Introducer on an exclusive basis within [exclusivity territory] (the “Territory”) for the Term.

Minimum Performance Requirement: The Introducer shall achieve, in each consecutive period of [minimum performance requirement measurement time period] during the Term:

(a) not fewer than [minimum valid introductions for exclusivity] valid Introductions; and/or

(b) Qualifying Transactions generating aggregate Case Value of not less than £[minimum case value for exclusivity in £].

Measurement of Performance: Performance shall be measured by reference to the Company’s records, acting reasonably and in good faith.

Failure to Meet Performance Threshold: If the Introducer fails to meet the minimum performance requirement in any performance period:

the Company may, by giving written notice, withdraw exclusivity with immediate effect;

the appointment shall automatically continue on a non-exclusive basis; and

the Company shall be entitled to appoint additional introducers within the Territory.

Cure Period: The Company may, at its discretion, allow the Introducer a period of [cure period in days] days to remedy any performance shortfall before withdrawing exclusivity.

No Automatic Termination: Withdrawal of exclusivity shall not constitute termination of this Agreement unless expressly stated by the Company in writing.

Nature of Relationship

The Parties are independent contractors.

Nothing in this Agreement creates:

a partnership;

joint venture;

employment;

agency relationship.

The Introducer:

has no authority to negotiate or conclude contracts;

shall not hold itself out as agent;

shall not bind the Company;

shall not collect payments unless separately authorised.

The Parties agree that the Introducer has no authority to negotiate or conclude contracts and therefore the Commercial Agents (Council Directive) Regulations 1993 shall not apply. If deemed to apply, the Introducer waives any right to statutory compensation to the maximum extent permitted by law.

Optional Commercial Agents Regulations Mitigation clause

Obligations of the Introducer

The Introducer shall:

perform the Introducer Services with reasonable skill and care;

comply with all applicable Law;

ensure marketing is clear, fair and not misleading;

not provide regulated advice unless appropriately authorised;

ensure each Potential Customer:

meets the Customer Profile;

understands the Introducer acts solely as introducer;

has provided valid consent to referral;

maintain accurate written records of:

date of consent;

method of marketing;

date of Introduction;

provide such records within 5 Business Days of request;

immediately notify the Company of:

regulatory investigation;

complaint relating to an Introduction;

suspected data breach;

maintain adequate professional indemnity insurance of at least £[minimum pii in £];

not engage in unlawful unsolicited communications;

not damage the reputation of the Company.

Obligations of the Company

The Company shall:

consider Introductions in good faith;

retain sole discretion regarding:

pricing;

risk acceptance;

contractual terms;

refusal of business;

pay Commission strictly in accordance with Clause 8.

Registration and Validation of Introductions

An Introduction shall only be valid if:

submitted in accordance with the Company’s specified process;

acknowledged in writing;

not an Excluded Customer.

The Company’s records shall be conclusive evidence of registration.

Commission

Conditions for Entitlement

Commission arises only where:

the Introduction is accepted;

a Qualifying Transaction completes within [qualifying transaction completion period] months;

Case Value is received in cleared funds.

Commission Structure (Examples)

The Commission structure shall be as set out in Schedule 1 and may include:

Fixed fee per completed transaction

Percentage of Case Value

Tiered commission rates

Recurring or “trail” commission

Hybrid structures

Commission shall be calculated on net Case Value retained by the Company.

Commission is payable within [period after which commission is due in days] days following receipt of cleared funds and expiry of any applicable cooling-off period.

Exclusions

No Commission shall be payable where:

the customer cancels within statutory period;

the transaction fails to complete;

payment is not received;

the Introduction breaches this Agreement;

regulatory or compliance issues prevent completion.

Clawback

If Case Value is later:

refunded;

reduced;

written off;

subject to regulatory redress;

the Company may:

offset against future Commission; or

invoice the Introducer for repayment within 30 days.

Clawback rights survive termination.

The Company may set off undisputed sums owed by the Introducer.

Commission is the Introducer’s sole entitlement under this Agreement.

Audit Rights

The Company may audit records relating to Introductions on reasonable notice.

Failure to maintain adequate records may result in forfeiture of Commission.

Cross-Selling

The Company may market other products to Potential Customers.

Commission shall not apply to unrelated products unless expressly agreed.

Data Protection

Each Party shall comply with Data Protection Laws.

Unless otherwise agreed, each Party acts as independent data controller.

The Introducer warrants it has lawful basis to share Personal Data.

The Introducer shall indemnify the Company for losses arising from unlawful processing.

The Introducer shall notify the Company within 24 hours of any Personal Data Breach.

Confidentiality

Each Party shall keep confidential all non-public information.

This obligation survives termination for five years.

Intellectual Property

All intellectual property rights remain vested in the owning Party.

The Introducer may not use branding without prior written consent.

Indemnity

The Introducer shall indemnify the Company against losses arising from:

breach of Law;

unlawful marketing;

failure to obtain consent;

misrepresentation;

breach of this Agreement.

Limitation of Liability

Nothing excludes liability for death, personal injury, fraud, or liability that cannot be excluded by Law.

Subject to clause 16.1, the Company’s total liability in any 12-month period shall not exceed total Commission paid in that period.

Neither Party shall be liable for indirect or consequential loss.

Suspension

The Company may suspend the Introducer’s rights where:

breach is suspected;

regulatory risk arises;

complaints exceed reasonable thresholds.

Term and Termination

This Agreement commences on the Effective Date and shall continue until terminated pursuant to this clause (the "Term").

Either Party may terminate on 30 days’ written notice.

Immediate termination may occur for:

material breach;

insolvency;

unlawful conduct.

Commission shall remain payable for Qualifying Transactions concluded within [protection period in months] months after termination where directly attributable to a pre-termination Introduction.

Optional Protection Period clause

Assignment

The Company may assign to an Affiliate.

The Introducer may not assign without written consent.

Entire Agreement

This Agreement supersedes prior arrangements.

Variation

Variations must be in writing signed by both Parties.

Notices

Any notice, demand, request, consent, approval or other communication given under or in connection with this Agreement (a Notice) shall:

be in writing;

be in English;

clearly state that it is a notice given under this Agreement; and

be sent in accordance with this Clause.

A Notice shall be validly given if delivered by one of the following methods:

personal delivery;

pre-paid first-class post (or recorded delivery) within the United Kingdom;

international courier for overseas addresses;

email, subject to Clause 21.5.

Notices shall be sent to the following addresses (or to such other address notified under Clause 21.7):

For the Company:

Name: [company name]

Address: [company notices address]

Email: [company notices email]

Attention: [company notices addressee]

For the Introducer:

Name: [introducer name]

Address: [introducer address]

Email: [introducer email]

Attention: [introducer addressee]

Deemed Receipt

A Notice shall be deemed received:

if delivered personally, at the time of delivery (provided delivery occurs between 9:00am and 5:00pm on a Business Day; otherwise at 9:00am on the next Business Day);

if sent by first-class post within the UK, at 9:00am on the second Business Day after posting;

if sent by international courier, at 9:00am on the fifth Business Day after dispatch;

if sent by email, at the time of transmission provided that:

no delivery failure message is received; and

transmission occurs before 4:00pm on a Business Day (otherwise deemed received at 9:00am on the next Business Day).

This Clause does not apply to service of proceedings or other documents in legal action.

Email Notices

Email shall be a valid method of service for Notices under this Agreement.

A Notice sent by email shall:

be sent to the designated email address in Clause 21.3;

include the Agreement name in the subject line; and

request delivery receipt where possible.

A Party may notify a replacement email address under Clause 21.7.

The Parties acknowledge the risks inherent in electronic communications.

Email shall not be valid for termination notices unless expressly confirmed by reply email from the recipient.

Optional stricter drafting for financial or regulated sectors

Nothing in this Clause prevents a Party from serving a Notice in accordance with:

Section 1140 of the Companies Act 2006; or

any other applicable statutory provision.

Change of Address

A Party may change its address for service by giving not less than five (5) Business Days’ prior Notice to the other Party.

The change shall take effect on the date specified in the Notice, or if no date is specified, five (5) Business Days after deemed receipt.

A Notice that is not served in accordance with this Clause shall be invalid and of no effect.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 – Commission Structure

Entitlement to Commission

The Introducer shall be entitled to Commission only in respect of a Qualifying Transaction completed as a direct result of a valid Introduction made in accordance with this Agreement.

No Commission shall be payable in respect of:

Excluded Customers;

transactions completed prior to the Introduction;

renewals, extensions or repeat purchases unless expressly stated below;

transactions completed after termination, unless provided in Clause 7 (Tail Commission, if applicable).

Commission Rates

Option A – Percentage of Revenue

Commission shall be equal to:

[●]% of Net Revenue received by the Company from the Qualifying Transaction.

“Net Revenue” means gross sums received excluding VAT, refunds, rebates, chargebacks, and third-party costs.

Option B – Percentage of Case Value

Commission shall be [●]% of the Case Value.

Option C – Fixed Fee Per Transaction

The Introducer shall receive £[●] per completed Qualifying Transaction.

Option D – Tiered Commission (Performance-Based)

Commission shall be calculated per calendar quarter as follows:

Option E – Mixed Model

Commission shall be:

[●]% of initial contract value; and

[●]% of recurring revenue for the first 12 months only.

When Commission Becomes Payable

Commission shall become due only after:

the Qualifying Transaction has completed; and

the Company has received cleared funds in full from the customer.

Commission shall be paid within [period after which commission is due in days] days following the end of the month in which it becomes due.

VAT

All sums stated are exclusive of VAT. VAT shall be payable where properly chargeable and subject to receipt of a valid VAT invoice.

Clawback

If the Company refunds, credits, or does not ultimately receive payment in respect of a Qualifying Transaction, the Company may:

deduct the corresponding Commission from future payments; or

invoice the Introducer for repayment within 30 days.

Clawback shall apply for a period of [clawback period] months following completion.

No Double Commission

Commission shall only be payable once in respect of any customer and shall not be payable where another introducer or employee has already been credited for the transaction.

Tail Commission (Post-Termination)

If a Qualifying Transaction completes within [tail commission time period] following termination and arises directly from an Introduction made prior to termination, Commission shall remain payable.

No Commission shall be payable for transactions completed after that period.

Set-Off

The Company may set off any sums due from the Introducer against Commission payable.