Reviewing a referral or introducer agreement

A referral agreement pays an introducer a commission for bringing a customer to a business. The points the agreement has to settle are whether the customer was introduced by the introducer or was already known, whether commission runs on the first contract or on everything that customer ever buys, and whether the introducer did anything to earn it. I review the agreement from whichever side instructs me and return it marked up with a written explanation of the changes and the points that decide whether commission is payable, for a fixed fee of £495 in three working days.

Who this is for

Consultancies, agencies, advisers, brokers and networks in England and Wales that introduce customers to another business for a fee, and businesses that pay for introductions, whether the agreement is a one-page finder's letter or a partner programme. Both parties are businesses; regulatory rules apply where the introduction concerns financial or credit products.

What to look for in a referral or introducer agreement

What counts as an introduction

The agreement should define an introduction as a named prospect the introducer identifies in writing and the recipient accepts as new, with a mechanism for the recipient to reject prospects it already knows within a stated period. The review checks the treatment of prospects already in the recipient's pipeline, of group companies of an introduced customer, of an introduction that leads to a contract only after a long gap, and asks for a register of accepted introductions so that the argument about who found the customer never arises.

Commission: on what, at what rate and for how long

The agreement should say whether commission is a percentage of the first contract's value, of revenue received over a period, or a fixed fee, whether it is paid on invoiced or received sums, and when it ends. Recipients want commission to stop after the first contract or after a year; introducers want it on the lifetime of the customer. The review asks for a defined period, for commission to survive termination for customers introduced before it, for statements and an audit right, and for payment within a stated period with the Late Payment of Commercial Debts (Interest) Act 1998 applying where the recipient pays late.

Is the introducer a commercial agent?

The Commercial Agents (Council Directive) Regulations 1993 apply to a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods on behalf of the recipient. An introducer that passes on a name and steps back is not negotiating and is outside the Regulations; one that discusses price and terms with the prospect on the recipient's behalf may be inside them, with the rights to notice under regulation 15 and compensation on termination under regulation 17. The review checks which side of the line the agreement puts the introducer and drafts the role to match what the parties intend.

Regulated introductions and financial promotions

Introducing customers to loans, insurance, investments or payment products can be a regulated activity. Credit broking is a regulated activity under article 36A of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, carrying on a regulated activity without authorisation breaches section 19 of the Financial Services and Markets Act 2000, and communicating an invitation to engage in investment activity is restricted by section 21. The review checks whether the introducer's activity falls within those provisions and asks for the agreement to confine the introducer to what it may lawfully do without authorisation, or to record the authorisation or exemption it relies on.

Bribery, transparency and the customer's knowledge

A commission paid to an introducer who is advising the customer, without the customer's knowledge, can be a bribe, and section 7 of the Bribery Act 2010 makes a business liable for bribery by a person performing services for it unless it has adequate procedures. The review asks for the agreement to require the introducer to disclose the commission to the customer where the introducer acts as the customer's adviser, to prohibit payments to the customer's employees, and to record each side's compliance with the Bribery Act 2010 guidance published by the Ministry of Justice.

Data, exclusivity and termination

Passing a prospect's details from introducer to recipient is a disclosure of personal data between two controllers under the UK GDPR and the Data Protection Act 2018, and the prospect must have been told. The review checks the lawful basis and the privacy information, that marketing to the prospect by email needs consent or the soft opt-in under regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, whether the introducer is exclusive to the recipient or free to introduce the same prospect to others, and that termination on notice preserves commission on introductions already made.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review 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

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We introduced a client two years ago. Are we still owed commission on their new contracts?

Only if the agreement says commission runs for that long, and many limit it to the first contract or the first year. The review checks the definition of the commission period and, for an introducer, asks for commission on the customer's business for a defined period that survives termination.

The recipient says it already knew the customer. How do we prove otherwise?

Through the introduction register the review asks for: each prospect notified in writing, accepted or rejected as new within a stated period, so that an accepted introduction cannot be disputed later.

We refer customers to a finance company for a fee. Do we need to be regulated?

Introducing customers to credit or insurance can be a regulated activity needing FCA authorisation or an exemption. The review checks whether your activity falls within the Regulated Activities Order and confines the agreement to what you can do without authorisation, or records the exemption you rely on.

Related guidance and services

• Contract review, £495, the service this page describes
• Consultancy and contractor agreements, £595
• Reviewing an affiliate agreement
• Reviewing an agency agreement before you sign

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.