# Services Introduction Broker Agreement
Date: 12 October 2026
Parties and reference: Principal: Fern IT Consulting Ltd, 9 Bridge Street, Bath BA1 2PX. Broker: Rowan Introductions Ltd, 3 Market Lane, Bath BA2 4PX. Authorised signatories: directors Grace Hall and Thomas Ward respectively.
## 1. Appointment and limits
Fern appoints Rowan non-exclusively from 12 October 2026 to 11 January 2027 to introduce business customers for IT consultancy services in England and Wales. Rowan may arrange an initial meeting but may not negotiate or conclude contracts, bind Fern, collect client money or give regulated financial advice. No goods-sales agency, mortgage, insurance or investment brokerage is authorised. Mandatory statutory rights, if applicable on the actual facts, are not excluded by the description of this relationship.
## 2. Accepted introductions
Before disclosure Rowan submits a prospect's business name and permitted contact details. Fern responds within five working days, accepting or giving evidence that the prospect was already in active discussions in the preceding six months. Silence is not acceptance. The initial accepted-prospect schedule is empty on signing. An introduction earns a fee only if Fern accepts it in writing and the prospect signs a services contract during the term or within 60 calendar days after it ends. No fee is due merely for naming a prospect.
## 3. Fee calculation, reporting and payment
Rowan earns 5% of consultancy fees actually received for services supplied in the first six months of each qualifying client contract, excluding VAT, separately charged expenses, refunds and credit notes. Later collection of those qualifying fees remains reportable. For example, £10,000 collected excluding VAT earns £500, not a fee on VAT or uncollected invoices. Fern reports monthly receipts by the tenth day of the following month; Rowan invoices the fee with VAT only if properly chargeable, payable within 14 calendar days. A later refund is reconciled against future fees or repaid within 30 days.
## 4. Conduct, records and confidentiality
Each party acts lawfully, discloses conflicts, avoids secret commissions and shares only necessary business contact data with an appropriate lawful basis and privacy information. Rowan must not misstate Fern's prices or capabilities. Client information and commercial terms remain confidential except for lawful adviser disclosure or a legal requirement. Fern keeps qualifying receipt records for two years; once yearly Rowan may use an independent accountant on notice to check relevant records confidentially, at Rowan's cost unless an underpayment exceeding 5% is found.
## 5. Termination and surviving commissions
Either party may terminate on 14 calendar days' written notice or for a material breach not cured within 10 working days after written notice; fraud or an unlawful introduction permits immediate termination. Accepted introductions made before termination retain the 60-day signing tail and six-month revenue window above. Earned fees, reconciliation, confidentiality and inspection rights survive as needed. No fee is guaranteed if no qualifying contract or receipt arises, and neither party may use termination to avoid an already earned payment.
## 6. Disputes, notices and signatures
Each party is responsible for losses legally caused by its breach, subject to ordinary causation, mitigation and applicable law; no mandatory liability is excluded. Disputes go first to the directors for 10 working days' discussion, without preventing urgent court relief. Notices go to the company addresses above and are effective on actual delivery. Changes require both companies' signed agreement. England and Wales law and courts apply. Grace Hall signs for Fern and Thomas Ward for Rowan on 12 October 2026.