Free Referral Agreement Template

REFERRAL AGREEMENT

England And Wales  ·  Bribery Act 2010  ·  UK GDPR

This Referral Agreement (this "Agreement") is entered into as of 2026-04-01 between Alexander Boyd (the "Referrer") and Meridian Financial Services Ltd (Company No. 87654321) (the "Company"). The parties agree as follows:

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.

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 at 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (ss.5A and 6), together with the fixed compensation (£40 / £70 / £100 by debt size) and reasonable recovery costs, without prejudice to any other remedy of the Referrer.

UK Late Payment Reform (forthcoming): The parties acknowledge the UK Government's late-payment reform package announced on 24 March 2026, expected in force late 2026 / early 2027. The reforms will cap payment terms imposed by a large Company on a smaller Referrer at 60 days (reducing to 45 days), render the 8% statutory interest mandatory and incapable of contractual exclusion, deem commission claims accepted if not disputed within 30 days, and confer enforcement powers on the Small Business Commissioner. To the extent any term of this Agreement becomes inconsistent with that statutory regime, the statutory regime shall prevail.

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.

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.

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.

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.

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.

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.

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.

Each party shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 as amended by the Data (Use and Access) Act 2025 (Commencement No. 6 Regulations SI 2026/82, in force 5 February 2026) (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. Any international transfer of lead personal data shall be made only in accordance with Chapter V UK GDPR (UK adequacy regulations, IDTA or UK Addendum) and shall be assessed by reference to the "data protection test" introduced by Schedule 7 of the DUA Act 2025 (whether the recipient regime is materially lower than the UK standard, replacing the previous "essentially equivalent" test).

Where the Referrer uses artificial-intelligence, lead-scoring or automated profiling tools to identify or qualify prospective customers, the Referrer shall comply with the automated decision-making and profiling regime under Articles 22 to 22D UK GDPR as reformed by section 80 of the Data (Use and Access) Act 2025 (in force 5 February 2026 under SI 2026/82). Where a "significant decision" (such as denial of credit, denial of supply, or denial of a discounted rate) is taken based solely or predominantly on automated processing, the data subject shall receive (i) information about the decision, (ii) the right to make representations, (iii) the right to obtain human intervention, and (iv) the right to contest the decision. The Referrer shall not use the lead personal data to train, fine-tune or otherwise improve any AI / ML model offered to third parties without the Company's prior written consent.

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.

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).

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.

Each party that is a UK-registered company, limited liability partnership, registered overseas entity or other body registered or required to be registered at Companies House warrants that: (a) each of its directors, members (in the case of an LLP) and registrable Persons with Significant Control ("PSCs") has had their identity verified with Companies House (whether directly or via an Authorised Corporate Service Provider) under sections 1110A to 1110F of the Companies Act 2006 as inserted by section 62 of the Economic Crime and Corporate Transparency Act 2023; (b) the identity verification regime commenced on 18 November 2025 (voluntary phase from 8 April 2025) and the 12-month transition for existing directors and PSCs concludes in mid-November 2026; (c) the signatory executing this Agreement on its behalf has the authority to do so and, where required by law, has personally completed identity verification under the above regime. A material misstatement (i) is a material breach of this Agreement, (ii) may constitute an offence under section 1112 Companies Act 2006 (false statement to the registrar) and (iii) may amount to a "relevant offence" for the purposes of section 199 ECCTA 2023.

Each party warrants that, where it constitutes a "large organisation" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 (meeting at least two of: ≥250 employees, >£36m turnover, >£18m balance sheet), it maintains reasonable fraud-prevention procedures as required by that section (in force 1 September 2025) and that neither it nor, to its knowledge, any "associated person" within the meaning of s.199 has committed a "relevant offence" in connection with this Agreement or the referrals made under it. The Referrer acknowledges that, in making introductions for and on behalf of the Company, it (and any of its sub-introducers) may be an "associated person" of the Company for the purposes of s.199 ECCTA 2023, and shall not procure any referral by means of false representations, the dishonest concealment of material facts or other "relevant offence". The parties shall promptly notify each other of any actual or suspected fraud connected with the referred customers or the referred services.

Where the referred services are made available to consumers, the Referrer warrants that descriptions, claims, comparisons and pricing it conveys to prospective customers about the Company's products or services are true and accurate and are not made with the intent of misleading the consumer. Giving false or misleading information to a consumer about a product or service (including its main characteristics, price, availability, customer rights or the trader's identity) is an offence under section 226 of the Digital Markets, Competition and Consumers Act 2024, enforceable by the Competition and Markets Authority (CMA) and local trading standards from 6 April 2025. The Referrer shall not use the Company's marks, marketing collateral, testimonials or comparison charts without prior written approval, and shall promptly correct any misstatement on request. The Referrer shall disclose the existence and material terms of any referral-fee arrangement to consumers where required by applicable law, professional rules or guidance (for example the CMA's Consumer Protection Guidance and the relevant sector code).

Where the referred services are regulated financial services and the referred customer is a retail customer within the meaning of the FCA Handbook, the parties acknowledge and shall act consistently with the FCA Consumer Duty set out in Principle 12 and PRIN 2A of the FCA Handbook (in force 31 July 2023 for new and existing products and services open to sale or renewal; 31 July 2024 for closed products). The Referrer shall (a) avoid foreseeable harm to retail customers in making the introduction; (b) not make any communication that is likely to result in poor outcomes for retail customers (the consumer-understanding outcome under PRIN 2A.5); (c) not introduce a customer where the Referrer knows, or ought reasonably to know, that the product or service is not consistent with the consumer's needs (the consumer-support outcome under PRIN 2A.6); and (d) cooperate with the Company's monitoring of retail-customer outcomes and provide any reasonable information the Company requires in order to evidence compliance with the Consumer Duty.

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.

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.

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.

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.

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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.