Referral partner agreement for a SaaS business

A referral programme pays other people for customers, and the agreement has to be precise about the one thing that is argued over: which customers count, for how long, and what is paid when they cancel or do not pay. It also has to keep the partner from becoming the business's agent, require disclosure where the referred customer is a consumer, and handle the personal data in every lead. I draft the referral agreement for a fixed fee of £995, delivered in five working days.

Who this is for

SaaS businesses in England and Wales running referral, affiliate or introducer programmes with consultants, agencies, complementary businesses, influencers and customers, paying a one-off fee or recurring commission for customers they introduce.

What matters in a referral partner agreement

What counts as a qualifying referral

The agreement should define a referral as an introduction of a prospect the business was not already in discussion with, made through the mechanism the agreement specifies (a link, a form, a named introduction accepted by the business), and should say that the business decides whether a prospect qualifies, that existing customers and prospects in the pipeline are excluded, and that the referral is recorded in the partner portal or by written confirmation. Most referral disputes are about prospects the business says it already knew, and the record of the introduction settles them.

Attribution, the window and conversion

The agreement should state the window after the introduction within which a conversion earns commission, how the customer is attributed where more than one partner claims it (first touch, last touch, or the business's decision), that commission is earned only when the customer pays, and what happens where a referred customer upgrades, adds seats or returns after cancelling. Tracking links and cookies used for attribution engage the consent rules in regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 on the business's own site.

Commission, clawback and payment

The agreement should state the commission (a fixed fee, a percentage of first-year fees, or a recurring percentage for a stated period), when it is calculated and paid, that it is calculated on amounts received net of VAT, refunds and discounts, clawback where the customer cancels within a stated period or does not pay, minimum payout thresholds, the partner's obligation to invoice and account for its own tax and VAT, and interest under the Late Payment of Commercial Debts (Interest) Act 1998 where the business pays late.

The partner's authority and the agency question

The agreement should say that the partner has no authority to bind the business, to negotiate terms, to give warranties or to accept orders, that the customer's contract is with the business on its own terms, and that the partner is an independent business rather than an agent or employee. A referral partner introducing customers for a software service is outside the Commercial Agents (Council Directive) Regulations 1993, which apply to agents negotiating the sale of goods, and the agreement should keep the partner's role to introductions so that no compensation is payable on termination.

Disclosure, consumers and conduct

Where the partner refers consumers, the partner's recommendation is a commercial practice and an undisclosed paid endorsement is misleading under Part 4 of the Digital Markets, Competition and Consumers Act 2024 and the advertising codes, so the agreement should require the partner to disclose that it is paid for referrals, to make no claims about the product beyond the business's approved materials, to comply with the Bribery Act 2010 and not to offer inducements to a prospect's staff, and to send marketing only where the Privacy and Electronic Communications (EC Directive) Regulations 2003 permit it.

Lead data, data protection, termination and accrued commission

A lead is personal data, and the partner and the business are each controllers of it for their own purposes under the UK GDPR, so the agreement should require the partner to have a lawful basis and to tell the prospect that their details are being passed on, and the business to process the lead under its own privacy notice; the partner should receive no more customer data back than the commission statement needs. The agreement should run until terminated on notice by either party, with commission accrued to termination paid and, for recurring commission, either continued for the stated period or bought out, and with the partner's licence to use the business's marks under section 28 of the Trade Marks Act 1994 ending with it; liability should be limited on both sides with third-party rights excluded under the Contracts (Rights of Third Parties) Act 1999.

What it costs

Reseller or partner agreement, £995. Channel, referral or white label arrangements. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

A partner says they introduced a customer we were already talking to. Who is right?

The agreement decides: a prospect already in the business's pipeline is excluded, and the record of first contact is the evidence. The business's decision is final under the agreement, and it should be made on the record.

Do we keep paying recurring commission after we end the partnership?

What the agreement says: continued for the stated period on customers already referred, or bought out at termination. The choice should be made in the agreement, because a partner whose commission stops on termination has an incentive to litigate.

Does the partner need to tell people they are paid?

Where the referred person is a consumer, yes: an undisclosed paid recommendation is a misleading practice. For business prospects it is good practice and the agreement requires it.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Channel partner agreement
• Getting an AI-drafted influencer agreement checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.