REFERRAL AND INTRODUCER AGREEMENT
Important legal, jurisdiction and formality warning
This fictional agreement is a worked example, not legal advice. It concerns introductions between businesses in England and Wales and does not appoint the Introducer as an agent, financial adviser, distributor or representative. The parties must check whether the activity could be a regulated financial promotion, commercial agency, employment arrangement, consumer recommendation or payment service. They must also check VAT, data protection, bribery, sanctions, competition, conflicts of interest and sector-specific procurement rules. Commission calculations, invoices and signatures should be reviewed by suitably qualified advisers before the agreement is used.
1. Parties and appointment
This agreement is made on 3 February 2026 between Northstar Workflow Limited, company number 14762084, of 8 Lantern Square, Reading RG1 3EU, the Supplier, and Elmbridge Growth Partners Limited, company number 11980426, of 21 Market Passage, Guildford GU1 4LH, the Introducer. The Supplier provides workflow and document-automation software to medium-sized professional-services firms. The Introducer provides independent business-development services. The Supplier appoints the Introducer on a non-exclusive basis to make qualified introductions in the United Kingdom during the Term, and the Introducer accepts that appointment.
The Introducer has no authority to bind the Supplier, negotiate a customer contract, change a price, make a warranty, collect money, give legal or technical advice, access the Supplier's systems, or hold itself out as the Supplier's employee or agent. The Supplier may accept or reject an introduction in its discretion. The Introducer must not describe itself as an exclusive representative or promise that an opportunity will generate commission.
2. Definitions
Accepted Introduction means a prospective customer first introduced by the Introducer in accordance with clause 3 and accepted in writing by the Supplier within ten Business Days. Eligible Customer means an Accepted Introduction that signs a Supplier contract during the Protection Period. Net Collected Revenue means recurring and implementation fees actually received by the Supplier from an Eligible Customer, excluding VAT, refunds, credits, chargebacks, pass-through costs, third-party licences, third-party professional services and expenses. Protection Period means twelve months beginning on the date the Supplier accepts an introduction. Business Day means a day other than Saturday, Sunday or a bank holiday in England. Contract Year means each period of 12 months beginning on 3 February 2026 and each successive anniversary of that date.
3. Qualified introductions
An introduction must be submitted to referrals@northstar.example.test using the date, prospect's registered name, trading name if different, main contact, business email, business need, source of consent to share the contact details, and the Introducer's brief description of its relationship with the prospect. The Introducer must not send a personal email address or sensitive personal data unless the prospect has given an appropriate lawful permission and the Supplier has requested it. The Supplier will acknowledge receipt and state whether the opportunity is accepted, rejected or already recorded.
An introduction is not qualified if the prospect is already a Supplier customer, an active opportunity in the Supplier's CRM, in a current sales conversation, referred by another partner, subject to a public procurement exercise in which the Introducer has no proper role, or introduced using confidential information or an inducement. If more than one introducer claims the same prospect, the Supplier will attribute it to the first complete submission accepted in writing, acting reasonably and keeping a record. A rejection does not prevent the Supplier from pursuing the prospect, but no commission is payable unless the parties agree otherwise in writing.
The Introducer warrants that it will obtain any required consent, provide accurate information, identify itself as an independent introducer, and comply with applicable law and the prospect's procurement and gift policies. It must not make an unsolicited marketing communication where that would breach the Privacy and Electronic Communications Regulations 2003 or other applicable law. It must not promise discounts, conceal its commission, offer a public official anything of value, or use a conflict of interest to secure an introduction.
4. Commission and worked calculation
Subject to this agreement, the Supplier will pay the Introducer 8 percent of Net Collected Revenue for an Eligible Customer during its Protection Period. No commission is due on VAT, a refunded amount, an unpaid invoice, a free trial, a renewal signed after the Protection Period, professional services delivered by a third party, or revenue generated by a different legal entity that was not the Accepted Introduction. Commission is consideration for the introduction only and not for sales negotiation, implementation or customer support.
For clarity, if an Eligible Customer pays an implementation fee of £6,000 plus VAT and recurring subscription fees of £4,000 per month plus VAT for six months, Net Collected Revenue is £6,000 plus £24,000, or £30,000. The commission is 8 percent of £30,000, namely £2,400. VAT on the customer's invoices is excluded. If the customer later receives a £2,000 credit against month six, Net Collected Revenue reduces to £28,000 and the final commission is £2,240. If £160 has already been paid on the credited amount, the Supplier may deduct that £160 from the next commission statement. If the customer pays only £20,000, commission is £1,600, calculated on cash collected rather than the contract's headline value.
The Supplier will send a commission statement by the 15th day of each month for Net Collected Revenue received in the preceding month. The Introducer may invoice the undisputed amount, plus VAT only if properly chargeable. The Supplier will pay a valid invoice within 30 days. The Introducer must notify an apparent statement error within 20 Business Days and provide reasonable supporting details. The Supplier may withhold disputed sums while the parties investigate, but will pay undisputed sums on time. Commission is inclusive of the Introducer's own costs and taxes.
5. Customer contracts and attribution
The Supplier owns the customer relationship and decides whether to contract, at what price and on what terms. The customer contract is between the Supplier and the customer only. The Introducer must not sign it, receive customer funds or present a quotation as binding. The Supplier will use reasonable efforts to record the source of an Accepted Introduction and tell the Introducer when an Eligible Customer signs, but does not guarantee conversion.
The Introducer may ask once each quarter for a reasonable statement explaining the status of its Accepted Introductions. It may, on 15 Business Days' notice and no more than once in a calendar year, have its accountant inspect records strictly necessary to verify commission, subject to confidentiality. An overpayment of more than £250 must be repaid within 15 Business Days after written demand; an underpayment will be included in the next statement.
6. Data protection and confidentiality
Each party is an independent controller of personal data it receives and determines its own lawful basis, unless a later written data-processing agreement says otherwise. The Introducer will give a prospect a clear privacy notice, share only business contact details reasonably needed for the introduction, honour objections, maintain a record of consent where consent is relied upon, and respond promptly to a request to stop contact. The Supplier will use the details to assess and pursue the opportunity, provide its own privacy information and comply with data-subject rights.
Each party must keep the other's non-public pricing, product plans, customer lists, credentials, sales records and commission statements confidential. Confidential information may be used only to perform this agreement and disclosed only to personnel and advisers who need it and are bound by confidentiality. The duty does not apply to information public without breach, already lawfully known, independently developed or required to be disclosed by law. It continues for five years after disclosure; trade secrets remain protected while they remain trade secrets.
7. Compliance and records
The Introducer will comply with the Bribery Act 2010, Criminal Finances Act 2017, sanctions and export controls, modern-slavery requirements where applicable, competition law, applicable marketing law and the Supplier's reasonable written compliance policies supplied in advance. It will keep accurate records of submissions, permissions, communications, expenses and commission for seven years and provide them on reasonable request to demonstrate compliance. It will immediately notify the Supplier of a suspected improper payment, regulatory enquiry or complaint connected with the Supplier.
The Supplier may suspend payment on a commission connected with a suspected breach while investigating. If the breach is established, the Supplier may cancel the affected commission, recover any payment and terminate under clause 11. The Introducer must not offer a gift, hospitality or other benefit to win an opportunity without the Supplier's prior written approval.
8. Intellectual property and publicity
The Supplier grants the Introducer a limited, revocable, non-exclusive, non-transferable licence during the Term to use the Supplier's current approved name, logo and sales materials solely to make introductions. The Introducer must use the materials unaltered and stop using them when asked. All intellectual property in the Supplier's software, marks and materials remains with the Supplier. The Introducer retains its own pre-existing materials, but grants no licence to any confidential prospect information beyond the purpose of this agreement.
Neither party may issue publicity, publish a customer name, create a case study or use the other's mark without prior written consent. The Introducer must not register a domain or social-media account that could confuse the market with the Supplier.
9. Non-circumvention and conflicts
The Supplier will not deliberately avoid paying commission by contracting with an Eligible Customer through an affiliate during the Protection Period. If an affiliate receives the revenue for a transaction that is substantially the same opportunity, the Supplier will calculate commission as if the Supplier had received it. The Introducer will disclose any commission or other benefit to a prospect where required by law, the prospect's policy or honest dealing, and will not represent a competing supplier as neutral.
The Introducer may work for competitors, provided it does not misuse Confidential Information, create a conflict in a live opportunity or imply that the Supplier endorses a competing product. It will notify the Supplier of a material conflict and stop acting on the affected opportunity until instructed.
10. Liability and insurance
Nothing excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded. Subject to that, each party's aggregate liability in a Contract Year is capped at £50,000. The cap does not apply to the Introducer's fraud, deliberate misuse of Confidential Information, infringement of the Supplier's intellectual property, bribery or unauthorised representation. Neither party is liable for loss of profit, revenue, goodwill or anticipated savings to the extent permitted by law, but this does not limit payment of agreed commission or recovery of an overpayment.
The Introducer will maintain public liability and professional indemnity insurance of at least £1,000,000 per claim, with a reputable insurer, and provide evidence on reasonable request. The parties will mitigate loss. The Introducer indemnifies the Supplier for reasonable direct losses, fines to the extent legally recoverable and third-party claims caused by its unlawful marketing, bribery, unauthorised promise or breach of data obligations.
11. Term and termination
The Term begins on 3 February 2026 and continues for 18 months unless ended earlier. Either party may terminate on 30 days' written notice. A party may terminate immediately if the other commits a material breach not remedied within ten Business Days, becomes insolvent, loses a required licence, commits bribery or creates a serious regulatory or reputational risk. The Supplier may suspend the Introducer's activities immediately to protect a customer or investigation.
Termination stops new introductions but does not remove commission on an Accepted Introduction that becomes an Eligible Customer during its Protection Period, provided the introduction was submitted before termination and the Introducer was not in breach. Commission protection ends if the Supplier terminates for the Introducer's fraud, bribery or deliberate misconduct. Clauses concerning accrued payment, confidentiality, data, liability, records, disputes and this post-termination mechanism survive.
12. General, notices and law
This agreement is the entire agreement about referrals and replaces prior discussions. A variation must be written and signed by both parties. Neither party may assign without consent, except to a group company or a successor that assumes the obligations. No partnership, employment, franchise or agency is created. No third party may enforce a term under the Contracts (Rights of Third Parties) Act 1999. Notices must be in writing and delivered by hand or pre-paid first-class post to the registered office of the recipient, or by email to contracts@northstar.example.test for the Supplier or legal@elmbridge.example.test for the Introducer. A notice is deemed received if delivered by hand, when it is left at the relevant office; if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; or if sent by email, at the time of transmission when sent before 17:00 on a Business Day and otherwise at 09:00 on the next Business Day, provided the sender receives no automated failure message. If the deemed time falls outside the recipient's normal business hours, it is treated as received at 09:00 on the next Business Day.
The parties will refer a dispute to Imogen Shaw, Northstar's Finance Director, and Peter Hales, Elmbridge's Managing Director, for a meeting within ten Business Days. This does not prevent urgent relief. This agreement and any non-contractual obligation are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Counterparts and electronic signatures are permitted where legally effective.
Signatures
Signed for Northstar Workflow Limited by Imogen Shaw, Finance Director Signature: ____________________ Date: 3 February 2026
Signed for Elmbridge Growth Partners Limited by Peter Hales, Managing Director Signature: ____________________ Date: 3 February 2026