Referral Agreement (Australia)
REFERRAL AGREEMENT
THIS REFERRAL AGREEMENT (the "Agreement") is made on [Effective Date] between:
(1) [Company Name] (ABN/ACN [Company ABN]), of [Company Address], [Company City] [Company State] [Company Postcode] (the "Company"); and
(2) [Referrer Name] (ABN/ACN [Referrer ABN]), of [Referrer Address], [Referrer City] [Referrer State] [Referrer Postcode] (the "Referrer").
BACKGROUND
A. The Company wishes to engage the Referrer to introduce potential customers to the Company for the purchase of the Company's services and products.
B. The Referrer agrees to make referrals to the Company on the terms of this Agreement and to receive a referral fee for qualifying referrals that result in completed transactions.
C. This Agreement is subject to the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law), the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and the applicable laws of [Governing State].
1. SERVICES AND SCOPE
1.1 The Company engages the Referrer to introduce potential customers to the Company for the following services or products: [Services Description] (the "Services").
1.2 The Referrer is appointed as: [Exclusivity].
1.3 The Referrer is not the Company's employee, agent (except for the limited purpose of making introductions), partner, or representative. The Referrer has no authority to make representations, promises, or commitments on behalf of the Company, to negotiate or agree to any terms with referred customers, or to bind the Company in any contract.
1.4 This Agreement commences on the Effective Date and continues for [Agreement Term], unless terminated earlier in accordance with Clause 6.
2. QUALIFYING REFERRAL
2.1 A qualifying referral for the purposes of this Agreement is: [Qualifying Referral].
2.2 The Referrer must submit each referral to the Company in writing (by email or through the Company's designated referral portal), providing: (a) the prospective customer's full name; (b) the prospective customer's contact details including phone number and email address; (c) the nature of the prospective customer's interest in the Company's Services; and (d) any other information the Company reasonably requests.
2.3 The Company shall notify the Referrer in writing within 10 Business Days of receipt of a referral whether the referral is accepted as a qualifying referral. The Company may decline a referral if the prospective customer is already known to the Company or has been referred by another party.
2.4 The Company retains full discretion to accept or reject any prospective customer introduced by the Referrer, and to determine the terms on which it deals with any referred customer.
3. REFERRAL FEE
3.1 In consideration of qualifying referrals made by the Referrer, the Company shall pay the Referrer [Referral Fee Type] (fee amount/rate: [Referral Fee Amount]) (the "Referral Fee").
3.2 The Referral Fee is payable [Payment Timing]. Payment will be made by electronic funds transfer to the Referrer's nominated bank account.
3.3 If both parties are registered for GST, the amounts stated in clause 3.1 are exclusive of GST. The Referrer shall issue a valid tax invoice to the Company for each Referral Fee payment (or the Company may issue an RCTI where an RCTI arrangement is agreed in writing).
3.4 No Referral Fee is payable in respect of: (a) referrals that do not satisfy the definition of a qualifying referral; (b) referrals of prospective customers who are existing customers of the Company at the date of referral; or (c) referrals submitted after termination of this Agreement.
3.5 The Referral Fee is the Referrer's sole entitlement under this Agreement. The Referrer is not entitled to any employment benefits, superannuation contributions (except as may be required by law if the Referrer is treated as a contractor for superannuation purposes), or reimbursement of expenses, unless expressly agreed in writing.
4. OBLIGATIONS OF THE PARTIES
4.1 Referrer's obligations: The Referrer shall: (a) make referrals in good faith and only introduce prospective customers who have a genuine interest in the Company's Services; (b) not make any false, misleading, or deceptive representations about the Company or its Services, in compliance with the Australian Consumer Law; (c) not accept referral fees from any competing business for the same referral (unless the non-exclusive arrangement applies); (d) comply with all applicable laws in making referrals, including the Privacy Act 1988 (Cth) when handling prospective customer personal information.
4.2 Company's obligations: The Company shall: (a) promptly follow up on all qualifying referrals introduced by the Referrer; (b) keep the Referrer informed of the status of qualifying referrals on reasonable request; (c) pay all Referral Fees that become due under this Agreement in accordance with clause 3; (d) maintain adequate records of transactions with referred customers.
4.3 Confidentiality: Each party shall keep the other party's confidential information (including referral details, customer information, commercial terms, and fee structures) strictly confidential and shall not disclose it to any third party without the other party's prior written consent, except as required by law. This obligation survives termination of this Agreement for 2 years.
5. TERMINATION
5.1 Either party may terminate this Agreement on 30 days' written notice to the other party.
5.2 Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach of this Agreement and fails to remedy it within 10 Business Days of written notice of the breach; (b) the other party becomes insolvent, is placed in administration or liquidation, or makes a composition with its creditors; or (c) the other party engages in conduct that brings the terminating party's reputation into serious disrepute.
5.3 On termination, the Company shall pay all accrued and unpaid Referral Fees for qualifying referrals made prior to the termination date. No Referral Fee shall be payable for referrals made after the termination date, even if a referred customer subsequently contracts with the Company.
6. GENERAL PROVISIONS
6.1 Governing Law: This Agreement is governed by the laws of [Governing State], Australia. Each party submits to the non-exclusive jurisdiction of the courts of [Governing State] and the Federal Court of Australia.
6.2 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a relationship of employment, agency (beyond the limited introductory role), partnership, or joint venture between the parties.
6.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements, representations, and understandings.
6.4 Amendments: No amendment is effective unless in writing and signed by both parties.
6.5 Dispute Resolution: The parties shall endeavour to resolve any dispute by good faith negotiation. If unresolved within 15 Business Days, the dispute may be referred to mediation and then, if mediation fails, to the courts of [Governing State].
EXECUTION
IN WITNESS WHEREOF, the parties have executed this Referral Agreement as of the date first written above.
Company: {{companyName}}
________________
Signature
Date: ________________
Referrer: {{referrerName}}
________________
Signature
Date: ________________
What Is a Referral Agreement (Australia)?
A Referral Agreement in Australia appoints one party to promote or sell on the other's behalf and sets the commission, territory, and duties owed under the Corporations Act 2001 (Cth).
Referral agreements are widely used across Australian industries. Professional service firms (accounting, legal, financial planning, IT consulting) frequently enter into cross-referral arrangements with complementary practices, referring clients to each other and paying a fee for successful introductions. Software companies, insurance brokers, mortgage brokers, real estate agents, and recruitment firms also commonly operate referral programs under which business contacts or existing customers are incentivised to introduce new clients.
From a legal perspective, a referral arrangement in Australia is governed by the common law of contract. The key elements of an enforceable referral agreement are: offer and acceptance (the Company offers to pay a referral fee; the Referrer accepts by making referrals); consideration (the referral fee is the Company's consideration; the referral is the Referrer's consideration); certainty of terms (the definition of a qualifying referral, the fee amount, and the payment timing must be certain); and intention to create legal relations (presumed in commercial contexts).
Regulatory overlays apply in certain industries. Financial product referrals may require AFSL licensing. Credit referrals may require ACL authorisation. In all cases, Privacy Act 1988 (Cth) compliance is required when sharing personal information about prospective customers.
The legal framework governing the Referral Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Referral Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Referral Agreement (Australia)?
A Referral Agreement is needed whenever a business wishes to reward third parties for introducing new customers or clients. Common scenarios in Australia where a formal Referral Agreement is essential include the following.
Professional services cross-referrals: An accounting firm and a legal firm entering a mutual referral arrangement to introduce clients to each other, with a fee paid for each introduction that results in a completed engagement.
Software and SaaS businesses: A software company engaging consultants, integrators, or industry influencers to introduce new users or clients to their platform, paying a fixed fee or percentage commission on the first subscription payment or annual contract value.
Real estate and mortgage referrals: Real estate agents referring clients to mortgage brokers (and vice versa), with a referral fee paid on settlement of the home loan or property transaction.
Insurance referrals: Financial planners or accountants introducing clients to insurance brokers, with a referral fee or trailing commission payable on premium income.
Recruitment and HR: Businesses paying referral fees to individuals or entities who introduce candidates who are successfully placed in a role.
Trade and building services: Trade contractors referring residential or commercial clients to other trades or suppliers, with a fee for each successful engagement.
Health and wellness: Allied health practitioners or gyms entering referral arrangements with complementary service providers.
A written Referral Agreement is essential in all these scenarios to define the qualifying referral, the fee payable, the payment process, and to provide non-circumvention and confidentiality protections for the Referrer.
Parties in Australia should prepare a Referral Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Referral Agreement (Australia)
A well-drafted Australian Referral Agreement should address the following key elements.
Services Being Referred — The agreement must clearly define the Company's services or products for which the Referrer is authorised to make introductions. This limits the Referrer's authority and avoids disputes about whether a particular referral falls within scope.
Definition of a Qualifying Referral — This is the most critical clause in the agreement. It must clearly define what actions the Referrer must take, and what conditions the referred customer must satisfy (e.g. signing a contract, making a first payment) before a Referral Fee becomes payable. Ambiguity in this definition is the most common source of referral fee disputes.
Referral Fee Structure — The agreement must specify the fee payable — whether a fixed dollar amount (AUD) or a percentage of revenue, contract value, or first payment — and confirm whether the fee is inclusive or exclusive of GST.
Payment Timing — When does the Referral Fee become due and when must it be paid? Common triggers are: first payment received from the customer, execution of the customer contract, or monthly in arrears.
Exclusivity — Is the arrangement exclusive (the Referrer can only introduce customers to the Company) or non-exclusive (the Referrer can also work with other businesses)? Exclusivity should be carefully negotiated, as it restricts the Referrer's freedom to engage with other companies.
Non-Circumvention — A non-circumvention clause prevents the Company from bypassing the Referrer to deal directly with a referred customer without paying the fee. This is a critical protection for the Referrer.
Privacy Compliance — The Referral Agreement should address how the Referrer will obtain the prospective customer's consent before sharing their personal information with the Company, in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
Independent Contractor Status — The agreement must make clear that the Referrer is an independent contractor, not an employee, agent, or partner of the Company. This affects tax, superannuation, and WorkCover obligations.
Additional compliance elements for a Referral Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Referral Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/contracts/referral-agreement-australia
"Referral Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/contracts/referral-agreement-australia.
@misc{formslegal-referral-agreement-australia,
author = {{Forms Legal}},
title = {Referral Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/contracts/referral-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
Whether a referrer needs a licence depends entirely on the nature of the goods or services being referred. For most ordinary business products and services (software, marketing services, accounting software, recruitment, trade services, etc.), no licence is required and a referral arrangement is simply a commercial contract. However, if the referral involves financial products regulated under the Corporations Act 2001 (Cth) — such as investment products, superannuation, managed investment schemes, or insurance — the referrer may need to hold an Australian Financial Services Licence (AFSL) or be an authorised representative of an AFSL holder, depending on the nature of the referral conduct (particularly if it constitutes 'financial product advice'). Similarly, if the referral involves credit products regulated under the National Consumer Credit Protection Act 2009 (Cth) — such as home loans, personal loans, or credit cards — the referrer may need to be licensed or authorised under an Australian Credit Licence. Some AFSL and ACL holders operate formal 'referral arrangements' under which unlicensed referrers can make introductions without providing advice, in compliance with the applicable ASIC guidance. Parties involved in referrals in the financial services or credit sectors should obtain specialist regulatory advice before entering into a referral agreement.
Yes, a referral fee is generally subject to GST in Australia if the referrer is registered (or required to be registered) for GST and the referral service is a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). A referrer whose annual GST turnover is AUD $75,000 or more is required to be registered for GST. Where both parties are GST-registered, the referrer must charge GST at 10% on top of the agreed referral fee and issue a valid tax invoice for each payment. Many referral agreements express fees as exclusive of GST, with GST being added on top. Parties may also agree to a recipient-created tax invoice (RCTI) arrangement, under which the Company (as the fee payer) issues the tax invoice on behalf of the referrer for each referral fee payment — this can simplify administration where payments are frequent. Parties should seek advice from a registered tax agent about their specific GST obligations.
A non-circumvention clause in a referral agreement prevents the Company from using the referrer's introduction to deal directly with the referred customer — cutting out the referrer and avoiding payment of the referral fee. For example, without a non-circumvention clause, a Company could receive a high-value customer referral from a referrer, wait for the referral agreement to expire, and then directly approach the customer without paying any fee. A non-circumvention clause addresses this risk by imposing an obligation on the Company not to enter into any business arrangement with a referred customer (in relation to the referred services) without paying the agreed referral fee, for a specified period following the initial introduction (typically 12–36 months). Breach of a non-circumvention clause entitles the referrer to claim the referral fee they would have received, plus any additional damages flowing from the breach. Under Australian law, courts will enforce non-circumvention clauses where they are reasonable in scope, duration, and geographic application.
The Privacy Act 1988 (Cth) applies to referral arrangements whenever a referrer discloses the personal information of a prospective customer to the Company. Under the Australian Privacy Principles (APPs) in Schedule 1 to the Privacy Act, personal information must be collected fairly and transparently (APP 3), used only for the purpose for which it was collected (APP 6), kept secure (APP 11), and not disclosed to a third party without the individual's consent or a valid exception (APP 6). When a referrer provides a prospective customer's name, email address, phone number, and other details to the Company, this constitutes a disclosure of personal information. Technically, the referrer should have obtained the prospective customer's consent to share their details with the Company before making the referral. Many businesses address this by including a simple disclosure and consent step in their referral process — for example, asking the prospective customer to complete a brief online form consenting to their details being shared. The Company must also handle the referred customer's personal information in accordance with the APPs, including maintaining an up-to-date Privacy Policy that complies with APP 1.
A Referral Agreement (Australia) does not legally require a lawyer in Australia, and individuals and businesses may draft and execute the document independently. The Corporations Act 2001 (Cth) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Australia lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Federal Court of Australia has jurisdiction over disputes arising from this type of document, and Australian Securities and Investments Commission (ASIC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Affiliate Agreement (Australia)
Create an Australian Affiliate Agreement for performance-based marketing arrangements. Covers commission structure (percentage or fixed per sale), cookie duration and tracking attribution, approved channels, brand guidelines and IP licence, prohibited conduct (Spam Act 2003, Australian Consumer Law, AANA Code compliance), GST treatment, payment schedule, and termination. Suitable for e-commerce, SaaS, and online businesses across all Australian states and territories. Affiliate marketing is one of Australia's fastest-growing digital marketing channels. An affiliate arrangement allows a Merchant (a business selling products or services online) to partner with Affiliates (publishers, content creators, influencers, comparison websites, cashback platforms, or email marketers) who promote the Merchant's products to their audiences in exchange for a performance-based commission on sales generated. Unlike traditional advertising, the Merchant pays only for results — commissions are payable only when a qualifying sale is completed through the Affiliate's unique tracking link. Australian affiliate marketing is subject to a layered regulatory framework. The Competition and Consumer Act 2010 (Cth) (CCA) and the Australian Consumer Law (ACL) are the most significant regulatory instruments. The ACL prohibits misleading or deceptive conduct (s 18), false representations (s 29), and unconscionable conduct (s 21). Affiliates who make false or misleading representations about a Merchant's products — for example, by fabricating reviews, making unsubstantiated claims, or creating a false impression about product performance — may be liable under the ACL. Both the Affiliate and the Merchant can face liability if the Merchant knew of or permitted the misleading conduct. The Spam Act 2003 (Cth) applies to all commercial electronic messages (including email marketing, SMS marketing, and direct messages) sent by Affiliates promoting the Merchant's products. The Spam Act prohibits sending unsolicited commercial electronic messages, requires messages to include accurate sender identification and a working unsubscribe facility, and applies to messages sent to Australian addresses regardless of where the sender is located. Affiliates who conduct email marketing campaigns must comply with the Spam Act or risk civil penalties of up to AUD $2.1 million per day for systemic breaches. The Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) apply where Affiliates collect, use, or disclose personal information about consumers (such as email addresses, browsing behaviour, or purchase history). Affiliates operating websites, apps, or email lists must maintain a compliant Privacy Policy and handle personal information in accordance with the APPs. The Australian Association of National Advertisers (AANA) Code of Ethics requires that sponsored or affiliated content be clearly identified as advertising. Affiliates who create blog posts, social media content, or reviews promoting the Merchant's products without disclosing the commercial relationship may breach the AANA Code and the ACL's prohibition on misleading conduct. Common disclosure practices include labelling content as '#ad', '#sponsored', or 'This post contains affiliate links' in a clear and conspicuous location.
Agency Agreement (Australia)
Appoint a commercial agent to promote, negotiate, and sell your products or services in Australia with this comprehensive Agency Agreement. Covers actual and apparent authority under Australian common law of agency, fiduciary duties, commission structure (with del credere option), GST compliance under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), Australian Consumer Law obligations, independent contractor status under the Fair Work Act 2009 (Cth), post-termination restraint of trade, and governing law.
Independent Contractor Agreement (Australia)
Create a legally compliant Independent Contractor Agreement for Australia. Covers ABN requirements, sham contracting protections, GST, IP ownership, WHS obligations, and the multi-factor contractor test under Fair Work Act 2009. Suitable for all states and territories including NSW, VIC, QLD, WA, SA, and ACT.
Distribution Agreement (Australia)
Create a Distribution Agreement for Australia that complies with the Competition and Consumer Act 2010 (Cth), including exclusive dealing provisions under section 47 and resale price maintenance prohibitions under section 48. This template covers exclusive, non-exclusive, or sole distribution appointments, territory, minimum purchase obligations, transfer pricing, marketing obligations, IP licence, post-term restraint, Australian Consumer Law compliance, and termination. Suitable for all Australian states and territories.
Non-Disclosure Agreement (NDA) (Australia)
Protect your confidential business information under Australian common law with a legally sound Non-Disclosure Agreement (NDA). Whether you are sharing trade secrets with a prospective partner, disclosing proprietary technology to a developer, or presenting financial projections to a potential investor, a properly drafted Australian NDA keeps your sensitive information under strict legal protection. Our template complies with Australian contract law principles and includes provisions addressing the Privacy Act 1988 (Cth) and the Australian Privacy Principles.