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Introducer Agreement (Ongoing Business Relationship – Commission)


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

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

An introducer differs from an agent in that an introducer does 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 any contract between the supplier and the potential client.

In this agreement, the “introduction” is deemed to take place upon the provision of a potential client's contact details to the supplier.

This document is suitable if the supplier is to enter 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 percentage commission is payable to the introducer on each of 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 flat introduction 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. (In this document a flat fee is also to be paid upon the initial introduction taking place, but this can be removed if desired).

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), designed to protect both the introducer and the supplier. The time limit protects the introducer by requiring the supplier to 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 commissions and fees. 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 commissions and fees.

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.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.

3. 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.

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 + Commission) contains the following clauses:

1. Definitions and Interpretation
2. Appointment of the Introducer
3. Introductions
4. Supplier’s Obligations
5. Introduction Fees 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]

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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