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Free Introducer Agreement Template

Formalise a referral arrangement with a clear introducer agreement covering introduction fees, exclusivity, obligations of both parties, and regulatory considerations under English law.

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INTRODUCER AND REFERRAL AGREEMENT
England And Wales  ·  Non-exclusive  ·  12-Month Term
THE COMPANY
Vertex Capital Partners Ltd
45 Threadneedle Street, London, EC2R 8AY
By: Company No. 12345678, James Hartley (Head of Partnerships)
THE INTRODUCER (INDIVIDUAL)
Sarah Okonkwo
12 Canary Wharf, London, E14 5AB
Effective: 2026-04-01
Non-Exclusive · 12 months
This Introducer and Referral Agreement (this "Agreement") is made on 2026-04-01 between Vertex Capital Partners Ltd (company number 12345678) of 45 Threadneedle Street, London, EC2R 8AY (the "Company") and Sarah Okonkwo of 12 Canary Wharf, London, E14 5AB (the "Introducer"). The parties agree as follows.
1.
APPOINTMENT, SCOPE AND STATUS
The Company appoints the Introducer on a non-exclusive basis to introduce potential clients, customers and business contacts (each an "Introduced Party") to the Company in respect of: Non-advised introductions of prospective business clients to the Company's commercial mortgage brokerage and wealth management advisory services. The Introducer shall provide the Company with contact details only and shall not provide regulated advice or give any representation as to suitability. within the territory of England and Wales. The Introducer is an independent contractor and nothing in this Agreement creates any relationship of employment, partnership, joint venture or agency between the parties. The Introducer is responsible for its own income tax, National Insurance and (where applicable) VAT in accordance with the Income Tax (Earnings and Pensions) Act 2003 and the VAT Act 1994.

Regulatory perimeter. The Introducer shall not make any financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000, give regulated advice, or carry on any regulated activity (including credit broking under article 36A of the FSMA 2000 (Regulated Activities) Order 2001), unless it is authorised by the Financial Conduct Authority or relies on a recognised exemption (such as the "Article 33 Introducer" exemption under article 33 of the Financial Promotion Order, SI 2005/1529). The Introducer shall not hold itself out as providing regulated services and shall include any required regulatory disclaimers on its marketing materials.
2.
METHOD OF INTRODUCTION AND QUALIFYING INTRODUCTIONS
The Introducer shall make each introduction in writing (by letter or email), providing the full name, contact details and nature of the introduction. An introduction is a "Qualifying Introduction" only if, at the time it is made: (a) the Introduced Party is not (and has not in the preceding twelve (12) months been) a client, customer, contact or prospect known to or actively pursued by the Company; (b) the Introduced Party has given informed consent (or the Introducer has another valid lawful basis under UK GDPR Article 6(1)) for their contact details to be shared with the Company; and (c) the introduction contains sufficient information to enable the Company to identify and contact the Introduced Party. The Company shall confirm acceptance or rejection of each introduction within five (5) business days of receipt and, where rejected, shall state the reason if the introduction fails the criteria above. Introductions not acknowledged within this period shall be deemed accepted.
3.
TERM AND RENEWAL
This Agreement shall commence on 2026-04-01 and continue for an initial period of 12 months (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Without prejudice to the foregoing, either party may terminate this Agreement: (a) on thirty (30) days' written notice to the other at any time; or (b) with immediate effect for material breach which, if remediable, remains unremedied 14 days after written notice, or on the insolvency of the other party within the meaning of the Insolvency Act 1986. Termination shall not prejudice accrued rights (including any commission already earned on Qualifying Introductions leading to conversions during the tail period below).
4.
REFERRAL FEES AND PAYMENT
In consideration of the services provided under this Agreement, the Company shall pay the Introducer 10% of the net revenue (excluding VAT and refunds) received by the Company from the Introduced Party during the first twelve (12) months following conversion. Fees shall become due upon the Company receiving the first cleared payment from the Introduced Party under a binding agreement between them. Fees shall be paid monthly within 30 days of the date of a valid invoice from the Introducer. All fees are exclusive of VAT, which (where applicable) shall be added at the prevailing rate on production of a valid VAT invoice under the VAT Act 1994. Where the Introducer is not VAT-registered, no VAT shall be added. Fees are paid in pounds sterling by bank transfer to the account notified by the Introducer. Late payment shall attract interest at 8% per annum above the Bank of England base rate under sections 5A and 6 of the Late Payment of Commercial Debts (Interest) Act 1998, together with fixed sum compensation and reasonable recovery costs. Tail period. Fees shall also be payable on conversions occurring within six (6) months of termination of this Agreement, provided the Introduced Party was introduced during the term.
5.
OBLIGATIONS OF THE INTRODUCER
The Introducer shall: (a) provide accurate and complete information about each Introduced Party; (b) not misrepresent the Company, its services or products in any way and not make any warranty, promise or statement on behalf of the Company except as authorised in writing (Misrepresentation Act 1967); (c) maintain accurate records of all introductions made under this Agreement for a minimum of six (6) years; (d) comply with all applicable laws, regulations and codes of practice, including the UK GDPR, the Data Protection Act 2018, PECR 2003, the Bribery Act 2010 (having adequate procedures under section 7) and all applicable sanctions regimes; (e) not (unless authorised by the FCA or able to rely on a relevant exemption) carry on any regulated activity under FSMA 2000 or make any communication constituting a financial promotion under section 21 FSMA 2000; (f) not offer, give or accept any bribe, gift or improper benefit in connection with this Agreement; (g) ensure that all personal data shared with the Company is obtained and shared on a valid lawful basis under Article 6 UK GDPR and with appropriate privacy information having been provided to the data subject; and (h) promptly notify the Company of any complaint, claim or regulatory enquiry received in connection with any introduction.
6.
OBLIGATIONS OF THE COMPANY
The Company shall: (a) process and respond to Qualifying Introductions promptly and in good faith; (b) pay all fees due to the Introducer on time and in accordance with this Agreement; (c) provide the Introducer with appropriate marketing materials, product information and any regulatory disclaimers required to be included with referrals; (d) report to the Introducer on the status of each Qualifying Introduction (accepted, rejected, converted, active) at least monthly and provide sufficient information to enable the Introducer to verify fees due, including — on reasonable request — an extract from the Company's records in respect of Introduced Parties; (e) process all personal data received from the Introducer in accordance with the UK GDPR and its published privacy notice; and (f) maintain in force such professional indemnity insurance as is appropriate to its business.
7.
DATA PROTECTION
Where the Introducer shares personal data relating to prospective clients with the Company, it shall do so only where a valid lawful basis exists under Article 6(1) UK GDPR, typically (a) consent (Art 6(1)(a)) obtained from the data subject and recorded in accordance with Article 7, or (b) legitimate interests (Art 6(1)(f)) supported by a documented legitimate-interests assessment. Both parties shall maintain privacy notices compliant with Articles 13 and 14 UK GDPR, limit processing to the purposes of this Agreement, and apply appropriate technical and organisational measures under Article 32. Direct marketing by email, fax or automated call must also comply with regulations 21 and 22 of the Privacy and Electronic Communications Regulations 2003.

The Introducer shall obtain express written consent from each prospective client before disclosing their contact details to the Company, maintain a record of consents, and provide a privacy notice meeting the requirements of Articles 13 and 14 UK GDPR.

Each party is an independent controller of the personal data it processes under this Agreement, save to the extent that the parties expressly agree in writing that one acts as processor on behalf of the other (in which case a separate Article 28 data-processing agreement shall apply). Where either party becomes aware of a personal-data breach affecting data received from the other, it shall notify the other without undue delay and cooperate to meet notification obligations under Articles 33 and 34 UK GDPR.
8.
NON-CIRCUMVENTION
The Company shall not, directly or indirectly, bypass, avoid or circumvent the Introducer in order to deal with any Introduced Party without paying the agreed referral fee. This restriction shall apply for a period of twelve (12) months from the date each Qualifying Introduction is made. Any transaction entered into by the Company with an Introduced Party during that period shall be deemed to have arisen from the Introducer's introduction, and the full referral fee shall be payable accordingly. The Company shall provide the Introducer with such information as is reasonably necessary to verify compliance with this clause. The parties acknowledge that this restriction protects the Introducer's legitimate commercial interest in the goodwill it has generated through its introductions.
9.
CONFIDENTIALITY
Each party shall keep confidential all information of a confidential nature disclosed to it by the other party in connection with this Agreement (including information concerning Introduced Parties, pricing, fee rates, business strategies and methods). This obligation shall survive termination and continue for a further period of two (2) years, save in respect of trade secrets (within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018) which shall be protected for so long as they retain that status. The obligation does not extend to information that is or becomes public other than through breach, that was independently known, or that is required to be disclosed by law or by a regulator.
10.
LIMITATION OF LIABILITY
Unlimited liabilities. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability which cannot lawfully be excluded, or a party's obligation to pay fees properly due.

Excluded losses. Subject to the foregoing, neither party shall be liable to the other for any indirect, special or consequential loss, loss of profit, loss of business, loss of goodwill, loss of anticipated savings or loss or corruption of data.

Aggregate cap. Subject to the foregoing, each party's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim, or £25,000, whichever is greater.

The exclusions and limitations in this clause are subject to the reasonableness test under the Unfair Contract Terms Act 1977 and section 3 of the Misrepresentation Act 1967, having regard to the parties' commercial bargaining positions and the availability of insurance.
11.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that either party may seek urgent interim or injunctive relief in any court of competent jurisdiction.
12.
GENERAL PROVISIONS
Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and understandings. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

Variation: No variation of this Agreement shall be effective unless in writing and signed by authorised representatives of both parties.

Waiver: No failure or delay in exercising any right is a waiver of it.

Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed; the remainder shall continue in force.

Assignment: Neither party may assign or sub-contract any of its rights or obligations without the prior written consent of the other, save that the Company may assign to a group company or in connection with a sale of its business.

Third-party rights: No person other than a party has rights under this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Notices: Notices shall be in writing and delivered by hand, recorded post or email to the addresses set out above, and shall be deemed served in accordance with Part 6 of the Civil Procedure Rules.

Counterparts: This Agreement may be executed in counterparts, each of which is an original. Delivery of an executed counterpart by email (PDF) or qualified electronic signature is effective as delivery of an executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
THE COMPANY
James Hartley (Head of Partnerships)
Vertex Capital Partners Ltd
Date: ____________________
THE INTRODUCER
Sarah Okonkwo
Date: ____________________

What Is an Introducer Agreement?

An introducer agreement (also known as a referral agreement or finder's fee agreement) is a contract between a business (the principal) and an introducer (the referrer) that sets out the terms on which the introducer will refer potential customers, clients, or business opportunities to the principal in exchange for a fee or commission.

Introducer agreements are widely used across industries including financial services, recruitment, real estate, professional services, and technology. They provide a structured framework for rewarding introductions and referrals, with clear terms about what constitutes a qualifying introduction, how fees are calculated, and when they become payable.

A well-drafted UK introducer agreement protects both parties by clearly defining the scope of the introduction, the fee structure, the duration of fee entitlements, and any restrictions on the introducer's activities. It also addresses important regulatory considerations in England and Wales, particularly in sectors such as financial services where the British FCA regulates referral activities under English law.

What's Covered in This Template

This introducer agreement template covers all essential provisions for a clear and enforceable referral arrangement.

Party Details

Full details of the principal and the introducer, including company information and regulatory status.

Scope of Introductions

Definition of qualifying introductions, target customers, and any restrictions on the types of referrals.

Introduction Fee

Fee structure (percentage, flat fee, or tiered), calculation method, and payment triggers.

Fee Duration

How long the introducer earns fees on referred clients, including repeat business and contract renewals.

Exclusivity

Whether the introducer has exclusive rights to make introductions in a particular market or territory.

Introducer Obligations

What the introducer must and must not do, including prohibited representations and compliance requirements.

Principal Obligations

The principal's obligations including good faith, timely payment, and record-keeping.

Confidentiality

Protection of both parties' confidential information and customer data.

Regulatory Compliance

FCA and other regulatory considerations, anti-bribery compliance, and data protection obligations.

Term and Termination

Duration, notice periods, and the treatment of pipeline introductions after termination.

How to Create an Introducer Agreement

Our template guides you through each section so you can create a comprehensive introducer agreement tailored to your referral arrangement.

  1. 1

    Identify the Parties and Scope

    Enter the details of both the principal and the introducer. Define what constitutes a qualifying introduction, including the types of customers or opportunities covered and any geographic or sector restrictions.

  2. 2

    Define the Fee Structure

    Specify the introduction fee (percentage of revenue, flat fee per referral, or tiered structure). Clarify when the fee becomes payable, how long it applies to referred clients, and whether it covers repeat business.

  3. 3

    Set Obligations and Restrictions

    Define what the introducer must and must not do. Typically, the introducer should not make representations about the principal's services, negotiate terms, or handle client funds. Include any exclusivity provisions.

  4. 4

    Address Regulatory and Compliance Matters

    Consider whether the introduction activities are regulated (particularly in financial services). Include anti-bribery compliance provisions under the Bribery Act 2010 and data protection obligations under the UK GDPR.

  5. 5

    Establish Term and Post-Termination Rights

    Set the initial term and renewal provisions. Define how pipeline introductions are handled after termination and the period during which fees remain payable on introductions made before the agreement ends in England and Wales.

Legal Considerations

Introducer agreements in England and Wales raise important regulatory, anti-bribery, and data protection considerations that must be addressed.

This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.

Reviewed for England & Wales law

FCA Regulation of Introductions

In UK financial services, the introduction of customers to regulated firms may itself be a regulated activity in England and Wales. The British FCA's Perimeter Guidance (PERG) sets out when introductions constitute regulated activities. Firms must ensure that introducers either hold appropriate FCA permissions or that the introduction falls within an exclusion, such as the exclusion for mere introductions where the introducer does not advise or arrange specific products under English law.

Bribery Act 2010

UK introduction fees and referral commissions must comply with the UK Bribery Act 2010. Payments to introducers who are public officials or associated with the client organisation could constitute bribery under English law. The British agreement should include anti-bribery warranties and representations, and both parties in England and Wales should ensure their anti-bribery policies cover referral arrangements.

Data Protection

Where the British introducer shares personal data about potential clients with the principal, both parties must comply with the UK GDPR and the UK Data Protection Act 2018. The introducer in England and Wales must have a lawful basis for sharing the data, and the referred individual must be informed about how their data will be used. A privacy notice should be provided at the point of introduction under English data protection law.

Frequently Asked Questions

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