Introducer Agreement (Commission)

The data protection provisions in this document have been updated with reference to the UK GDPR.

This Introducer Agreement (Commission) is designed for use in situations where a supplier of goods or services wishes to engage another as an introducer of clients.

Introducers differ from agents in that introducers do not undertake any selling or pass on any orders or accept any orders on the other party’s behalf. They only refer potential clients on to the supplier. Once the introduction is made, the introducer has no further role in the relationship between the supplier and the potential client.

In this agreement, the “introduction” is deemed to take place upon the provision by the introducer of a potential client’s contact details to the supplier. No fee or commission is payable to the introducer on making an introduction but it is instead payable when payments are received from time to time (within an agreed period) by the supplier from the client introduced.

This document is suitable if the supplier is to enter medium to long-term contracts with clients under which the supplier receives multiple payments over a period of time. Commission is only paid on such of those multiple payments as are received within an agreed period.

This template includes an optional clause whereby the supplier specifies 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.

The template also provides for an “introduction time limit” (to be agreed between the parties), to protect both the introducer and the supplier. The time limit protects the introducer by requiring the supplier to use reasonable endeavours to enter into a contract with an introduced client within a certain period of time, thus ensuring that the introducer receives their commission. The limit also protects the supplier by setting a stated maximum period which the parties agree provides a reasonable time limit within which the introducer may claim commission.

This agreement also includes anti-bribery provisions - designed to be "SME friendly" with relatively straightforward scope and language.

Whilst this template and the following three alternative Introducer Agreements in this subfolder have many elements in common, the three alternatives each have their own distinctive features:

1. 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.

2. BS.COM.04 Introducer Agreement (Ongoing Business Relationship – Fixed Fees) – Designed for a string of short-term contracts under which the supplier will enter into many separate transactions with the same client over a period of time. The introducer is to receive a fixed fee for a certain number of those transactions until an “ongoing business relationship” is deemed established whereupon the introducer receives a final fee.

3. 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.

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 (Commission) contains the following clauses:

1. Definitions and Interpretation
2. Appointment of the Introducer
3. Introductions
4. Supplier’s Obligations
5. Introduction Commission and Payment
6. Anti-Bribery Provisions
7. Confidentiality
8. Data Protection
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. No Waiver
13. Further Assurance
14. Costs
15. Set-Off
16. Assignment and Sub-Contracting
17. Time
18. Relationship of the Parties
19. Third Party Rights
20. Notices
21. Entire Agreement
22. Counterparts
23. Severance
24. Dispute Resolution
25. 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]
[5. Each Party's Privacy Notice]

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