This Introducer Agreement (Ongoing Business Relationship – Fixed Fee) is designed for use in situations where one party (a supplier of goods or services) wishes to engage another as an introducer of clients.
Updated in February 2014, this document serves as a full replacement for its predecessor. The introduction process has now been simplified – the “introduction” is deemed to take place upon the provision by the introducer of contact details to the supplier. Anti-bribery provisions have been added – designed to be “SME friendly” with relatively straightforward scope and language. In addition, this document contains a large number of new standard or “boilerplate” clauses designed to enhance legal certainty and clarity for both parties.
This template is best suited to scenarios whereby the supplier will be entering into a series of short-term contracts with the same client over a period of time (i.e. repeat business consisting of multiple individual transactions). A fixed fee is payable to the introducer on a certain number of those transactions. After an agreed number of transactions, an “ongoing business relationship” is deemed to be established whereupon the introducer receives a final fee which should be agreed and calculated to reflect the long-standing business relationship the supplier now has as a result of the introducer’s services.
Introducers differ from agents in that introducers do not undertake any selling on the other party’s behalf – they exist solely to refer potential clients on to the supplier. Once the introduction is made, the introducer has no further role in any contract between the supplier and the potential client beyond the receipt of fees as detailed above.
Options within this agreement allow the supplier to specify certain criteria which potential clients should meet. A further option allows the parties to agree upon a target number of potential clients to be introduced within a given period. An “introduction time limit” should be agreed between the parties. This is designed to protect both the introducer and the supplier. The time limit protects the introducer in that it ensures that the supplier must use reasonable endeavours to establish an ongoing business relationship with an introduced client within a certain period of time, thus ensuring that the introducer receives their fees. The limit also protects the supplier in that it sets an agreed period outside of which it would not be reasonable for the introducer to demand fees (if, for example, the supplier and potential client decide not to transact for the time being but choose to do so independently in the future or if separate transactions are so far apart that they could not sensibly be classed as an “ongoing business relationship”).
Three alternative versions of this Introducer Agreement are available:
- BS.COM.03 Introducer Agreement (Fixed Fee) – Designed for one-off contracts of any duration. The introducer is to receive a fixed fee once the contract between the supplier and the introduced client is created.
- BS.COM.03A Introducer Agreement (Commission) – Designed for one-off contracts with a medium to long-term duration under which the supplier will receive multiple payments from a client and the introducer is to be paid a percentage commission on those payments for a defined period.
- BS.COM.04A Introducer Agreement (Ongoing Business Relationship – Fixed Fee + Commission) – Designed for much the same scenario as BS.COM.04 but includes the payment of a percentage commission on the transactions leading up to the formation of the ongoing business relationship between the supplier and introduced client rather than fixed fees. Fixed fees remain payable on the introduction itself, and on the establishment of the ongoing business relationship.
Please Note: This agreement has not been created in accordance with FCA rules or the Financial Services and Markets Act 2000 and as such makes no reference or commitment to abiding by them. This agreement is therefore unsuitable for the introduction of clients for financial services such as insurance products or investment advice.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Introducer Agreement (Ongoing Business Relationship - Fixed Fee) contains the following clauses:
1. Definitions and Interpretation
2. Appointment of the Introducer
4. Supplier’s Obligations
5. Introduction Fees and Payment
6. Anti-Bribery Provisions
8. Force Majeure
9. Term and Termination
10. Effects of Termination
11. No Waiver
12. Further Assurance
15. Assignment and Sub-Contracting
17. Relationship of the Parties
18. Third Party Rights
20. Entire Agreement
23. Dispute Resolution
24. Law and Jurisdiction
and the following schedules:
1. The Supplier’s Business
[2. Prospective Client Criteria]
[3. The Introducer’s Anti-Bribery Policy]
[4. The Supplier’s Anti-Bribery Policy]
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