Free Referral Agreement Template

REFERRAL SCOPE

The Referrer agrees to introduce prospective customers to the Company in respect of the following products and/or services: Wealth management, pension advisory and investment portfolio services. Each referral must be made in writing (including by email) and must include the name, contact details and (where appropriate) the nature of the enquiry of the prospective customer. A referral shall be invalid if it duplicates an existing customer or live prospect already known to the Company as at the date of the introduction.

COMMISSION AND PAYMENT

In consideration of each successful referral, the Company shall pay the Referrer a commission of 10% upon completion of each sale to the referred customer and receipt of cleared funds by the Company. Payment shall be made within 30 days of the triggering event by electronic bank transfer to the Referrer's nominated account. All commission amounts are exclusive of VAT. Where the Referrer is VAT-registered, VAT shall be added at the prevailing rate on a valid VAT invoice under the Value Added Tax Act 1994 and HMRC VAT Notice 700.

Any amount not paid by the due date shall bear interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, without prejudice to any other remedy of the Referrer.

STATUS OF REFERRER

The Referrer is engaged as an independent contractor. Nothing in this Agreement shall create a partnership (within the meaning of the Partnership Act 1890), employment, agency or joint venture relationship between the parties. The Referrer shall have no authority to bind the Company contractually, to make representations on behalf of the Company or to accept payment on the Company's behalf. The Referrer shall be solely responsible for its own income tax, National Insurance contributions and any other tax liability arising from payments received under this Agreement.

REGULATED FINANCIAL ACTIVITIES

The parties acknowledge that the Company carries on regulated activities within the meaning of section 22 of the Financial Services and Markets Act 2000 ("FSMA"). The Referrer shall confine its activities strictly to introducing prospective customers to the Company. The Referrer shall not advise on, arrange or otherwise carry on any regulated activity within the meaning of FSMA. Any communication by the Referrer that may amount to a financial promotion for the purposes of section 21 FSMA must be approved in advance in writing by the Company (or by another authorised person) and comply with the FCA Handbook rules (COBS / PERG). The Referrer shall not breach the general prohibition in section 19 FSMA.

CONFIDENTIALITY

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement (including the commercial terms of this Agreement and any customer information) and shall not disclose such information to any third party without prior written consent, save to its professional advisers under equivalent duties of confidentiality or where disclosure is required by law, regulation or a competent court or regulatory authority. This obligation shall survive termination of this Agreement.

TRACKING AND ATTRIBUTION

A referral shall be attributable to the Referrer if the referred customer completes a qualifying transaction within 60 days of the date on which the Company confirms in writing receipt of the written introduction. Introductions older than this period shall not qualify for commission unless expressly agreed in writing.

MINIMUM SALE THRESHOLD

Commission shall only be payable in respect of transactions with a net sale value of £2,000.00 or more. Transactions below this threshold do not qualify for commission.

EXCLUDED CUSTOMERS

The following customers and categories of customer are excluded from this Agreement and shall not qualify for commission: any customer who is already an existing customer of the Company, or in active negotiations with the Company, at the date of the referral; Any customer already in active negotiations with the Company as at the date of this Agreement, and any customer referred by another introducer under an existing arrangement.

CLAWBACK ON REFUND

If a customer for whom commission has been paid subsequently obtains a full refund of their purchase (including under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the Consumer Rights Act 2015), the Referrer shall repay the corresponding commission to the Company within 14 days of written notice. The Company may set off any such amount against future commission payments.

DATA PROTECTION AND LEAD CONSENT

Each party shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (together "UK Data Protection Laws") in relation to any personal data of prospective customers processed under this Agreement. The Referrer warrants that, prior to passing any personal data to the Company, it has: (a) a lawful basis under UK GDPR Article 6 (ordinarily consent under Article 6(1)(a) or legitimate interests under Article 6(1)(f) together with a documented Legitimate Interests Assessment); (b) provided the data subject with the transparency information required by UK GDPR Article 13; and (c) where direct electronic marketing by the Company is intended, obtained any consent required by regulations 22 and 23 of the Privacy and Electronic Communications (EC Directive) Regulations 2003. The parties act as independent controllers in respect of the personal data they each process and shall notify each other of any personal data breach (UK GDPR Article 33) affecting the other's interests without undue delay.

FINANCIAL PROMOTION APPROVAL

Without prejudice to the Regulated Financial Activities clause above, any invitation or inducement to engage in investment activity made by the Referrer in the course of business must either (i) be communicated by an authorised person within the meaning of FSMA, (ii) have its content approved by an authorised person under section 21(2)(b) FSMA, or (iii) fall within an exemption in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. The Referrer shall maintain records evidencing approval for a minimum of five years in accordance with the FCA's SYSC rules.

ANTI-BRIBERY AND ANTI-CORRUPTION

Each party shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010; (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010; and (c) have in place and maintain adequate procedures designed to prevent bribery by associated persons (section 7 Bribery Act 2010). The Referrer shall not offer any inducement to a customer, regulator or other third party in connection with the referral of business to the Company and shall disclose the existence of the referral-fee arrangement to customers where required by applicable law or professional rules (for example, the SRA Code of Conduct or the RICS Professional Statement on referral fees).

OFF-PAYROLL WORKING (IR35)

The parties confirm their intention that the Referrer is engaged in business on its own account and that this Agreement is outside the scope of the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003. The Referrer is not subject to the control of the Company as to how, when or where it carries out introduction activities, is not required to provide services personally, and bears its own financial risk in respect of its business. The Referrer shall indemnify the Company for any income tax, National Insurance contributions or associated penalties and interest assessed on the Company arising from any HMRC determination that the engagement falls within IR35.

TERM AND TERMINATION

This Agreement shall commence on 2026-04-01 and shall continue for 12 months. Either party may terminate this Agreement by giving 30 days written notice to the other. Either party may terminate immediately on written notice if the other commits a material breach which is incapable of remedy or, if capable of remedy, is not remedied within 14 days of written notice requiring remedy, or if the other enters into any form of insolvency, administration, receivership, bankruptcy or voluntary arrangement. Termination shall not affect any commission that has accrued but remains unpaid as at the date of termination in respect of triggering events occurring before termination.

NON-COMPETE

No non-compete restriction applies under this Agreement. The Referrer remains free to introduce customers to competing businesses during and after the term of this Agreement.

NON-SOLICITATION

For a period of 12 months following termination of this Agreement, the Referrer shall not, directly or indirectly, solicit or entice away (or attempt to solicit or entice away) any customer referred to the Company under this Agreement for the purpose of supplying, or arranging the supply of, services that are the same as, or substantially similar to, those provided by the Company. This restriction is reasonable in scope and duration to protect the legitimate commercial interest of the Company in the goodwill of its customer connections built through the referral programme.

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 laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any such dispute or claim.

GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations and understandings. This Agreement may only be amended by written agreement signed by or on behalf of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it. Any notice under this Agreement shall be in writing and delivered by hand, pre-paid first-class post or email to the address of the relevant party set out in this Agreement.