Referral Agreement (Ireland)
This Referral Agreement (the "Agreement") is entered into on [Effective Date] by and between:
[Company Name] ([Company Type]), whose registered address is at [Company Address], [Company City], [Company Eircode], Ireland (hereinafter the "Company");
and
[Referrer Name] ([Referrer Type]), whose registered or principal address is at [Referrer Address], [Referrer City], [Referrer Eircode], Ireland (hereinafter the "Referrer").
The Company and the Referrer are hereinafter collectively referred to as the "Parties" and individually as a "Party".
BACKGROUND
The Company is engaged in the provision of certain products and services and wishes to expand its client base through referrals. The Referrer has access to potential clients who may benefit from the Company's products and services and is willing to refer such potential clients to the Company in consideration for the referral fees set out in this Agreement. The Parties wish to set out the terms and conditions governing such referral arrangement.
1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
"Agreement" means this Referral Agreement, including any schedules, appendices, or written amendments agreed between the Parties.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Ireland.
"Commencement Date" means [Start Date].
"Confidential Information" means any information of a confidential or proprietary nature disclosed by one Party to the other in connection with this Agreement, including but not limited to client lists, pricing structures, business plans, financial data, trade secrets, marketing strategies, and referral performance data.
"Products and Services" means the Company's products and services as described in Clause 2.
"Qualifying Referral" means a referral that meets the criteria set out in Clause 3.
"Referral Fee" means the commission or fee payable by the Company to the Referrer in respect of a Qualifying Referral, as set out in Clause 4.
"Referred Client" means a prospective client introduced to the Company by the Referrer pursuant to this Agreement.
"Territory" means [Territory].
2. PRODUCTS AND SERVICES
This Agreement applies to referrals made by the Referrer in respect of the following products and services offered by the Company: [Products or Services].
The Company reserves the right to amend, update, or discontinue any of its Products and Services at any time. The Company shall give the Referrer reasonable written notice of any material changes that would affect the scope of this Agreement.
3. QUALIFYING REFERRALS
A referral shall constitute a Qualifying Referral for the purposes of this Agreement if: [Qualifying Referral Description].
The Referrer shall submit all referrals to the Company in writing (by email or through such referral portal as the Company may provide), including the name, contact details, and relevant background information of the prospective client. A referral shall not be considered a Qualifying Referral until acknowledged in writing by the Company.
A referral shall not qualify if: (a) the prospective client is already an existing client of the Company or was previously known to the Company prior to the referral; (b) the prospective client has been referred by another party whose referral was received and acknowledged first; or (c) the Referrer has failed to comply with the requirements of this Agreement.
The Company retains sole discretion as to whether to accept or decline any prospective client referred by the Referrer and is under no obligation to enter into a contract with any Referred Client.
4. EXCLUSIVITY AND TERRITORY
The Referrer shall confine its referral activities to the Territory: [Territory]. Any referrals originating from outside the Territory shall not qualify for Referral Fees unless the Company agrees otherwise in writing.
5. REFERRAL FEES
Commission type: [Commission Type]. The Referral Fee shall be calculated on the [Commission Basis] of each contract entered into with a Referred Client. For the avoidance of doubt, no Referral Fee shall be payable in respect of any referral that does not result in a signed contract between the Company and the Referred Client.
If a contract with a Referred Client is cancelled, rescinded, or terminated within 90 days of signing through no fault of the Company, the Referrer shall refund the Referral Fee to the Company within 30 days of written notice.
6. PAYMENT
The Referral Fee shall become due and payable [Payment Trigger]. The Referrer shall issue an invoice to the Company, and the Company shall settle such invoice within [Payment Terms Days] days by bank transfer to the account details specified by the Referrer.
If the Company fails to pay any invoice by the due date, interest shall accrue on the outstanding amount at the rate prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), being 8% per annum above the European Central Bank's main refinancing rate, without prejudice to any other remedies available to the Referrer.
The Company shall maintain accurate records of all Qualifying Referrals and contracts entered into with Referred Clients. The Referrer shall have the right, upon reasonable written notice, to inspect such records (or to appoint an independent auditor to do so) for the sole purpose of verifying Referral Fee calculations.
7. OBLIGATIONS OF THE PARTIES
The Referrer shall: (a) use reasonable endeavours to identify and refer suitable prospective clients to the Company; (b) act in good faith and in a professional manner at all times when representing the Company's Products and Services; (c) not make any representations, warranties, or commitments on behalf of the Company unless expressly authorised in writing; (d) comply with all applicable laws and regulations, including the Consumer Protection Act 2007 and the Competition Act 2002; and (e) promptly disclose to the Company any conflict of interest in relation to a referral.
The Company shall: (a) process all referrals submitted by the Referrer in a timely and professional manner; (b) notify the Referrer within a reasonable time whether a referral has been acknowledged and whether it has resulted in a signed contract; (c) pay all Referral Fees in accordance with Clause 6; (d) provide the Referrer with such marketing materials and product information as the Company deems appropriate to facilitate referrals; and (e) not unreasonably withhold acknowledgement of a legitimate referral.
8. INDEPENDENT CONTRACTOR
The Referrer acts as an independent contractor under this Agreement and not as an employee, agent, or partner of the Company. Nothing in this Agreement shall create an employment relationship, partnership, joint venture, or agency between the Parties. The Referrer shall be solely responsible for all income tax, Pay-Related Social Insurance (PRSI), and Universal Social Charge (USC) in respect of any Referral Fees received under this Agreement.
The Referrer has no authority to bind the Company or to enter into any contract, agreement, or commitment on behalf of the Company. The Referrer shall not hold itself out as having any such authority.
9. DATA PROTECTION
Each Party shall comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Data Protection Act 2018, in connection with any personal data processed or shared pursuant to this Agreement.
The Referrer shall ensure that it has obtained all necessary consents and has a lawful basis for sharing the personal data of prospective clients with the Company. The Referrer shall inform prospective clients that their details will be shared with the Company for the purpose of providing them with information about the Company's Products and Services.
Each Party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, in accordance with Article 32 of the GDPR.
10. TERM
Notwithstanding termination, the Referrer shall remain entitled to Referral Fees in respect of any Qualifying Referral made prior to the date of termination where the Referred Client enters into a signed contract with the Company within [Referral Window Days] days following the date of termination (the "Tail Period").
11. TERMINATION
Either Party may terminate this Agreement for convenience by giving the other Party not less than [Termination Notice Days] days' written notice.
Either Party may terminate this Agreement with immediate effect by written notice to the other if: (a) the other Party commits a material breach of this Agreement and, where that breach is remediable, fails to remedy it within [Cure Notice Days] days of receiving written notice requiring it to do so; (b) the other Party becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014, or makes any arrangement with its creditors generally; (c) the other Party ceases, or threatens to cease, to carry on business; or (d) the Referrer engages in any conduct that is fraudulent, dishonest, or likely to bring the Company into disrepute.
On termination or expiry: (a) the Company shall pay all accrued and unpaid Referral Fees for Qualifying Referrals made prior to the date of termination; (b) each Party shall promptly return or destroy all Confidential Information and materials belonging to the other Party; and (c) the Referrer shall cease to represent itself as an authorised referrer of the Company.
Termination shall not affect any accrued rights, obligations, or liabilities of either Party, nor shall it affect any provision that is expressly or by implication intended to survive termination, including Clauses 5, 6, 9, 10, 11, and 15.
12. DISPUTE RESOLUTION
In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve the matter by good faith negotiation between senior representatives for a period of 14 days from written notice of the dispute. If the dispute is not resolved by negotiation, either Party may refer the dispute to mediation administered by a mediator accredited by the Mediation Institute of Ireland (MII). The costs of mediation shall be shared equally. If mediation does not resolve the dispute within 30 days, either Party may commence proceedings in the courts of Ireland.
13. GENERAL PROVISIONS
This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral.
No variation of this Agreement shall be effective unless it is in writing and signed by the duly authorised representatives of both Parties.
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.
Neither Party may assign, transfer, or sub-contract its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.
Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered post to the address of the relevant Party as set out in this Agreement, or sent by email with confirmation of delivery.
This Agreement may be executed in any number of counterparts, each of which shall be an original. Execution by electronic signature in accordance with the Electronic Commerce Act 2000 shall be deemed valid.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Ireland.
Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.
IN WITNESS WHEREOF, the Parties have executed this Referral Agreement as of the date first written above.
Company
________________
Signature
Date: ________________
Referrer
________________
Signature
Date: ________________
What Is a Referral Agreement (Ireland)?
A Referral Agreement in Ireland sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, and is governed by the Competition Act 2002.
Referral agreements in Ireland are subject to the general principles of Irish contract law, including the requirements for offer, acceptance, consideration, and intention to create legal relations. Irish courts require clarity on the definition of a qualifying referral, the basis for calculating the referral fee, and the conditions under which the fee becomes payable.
The Competition Act 2002 and EU competition law impose important constraints on referral arrangements in Ireland. Section 4 of the Competition Act 2002 and Article 101 of the Treaty on the Functioning of the European Union prohibit agreements that have the object or effect of restricting competition, including price-fixing, market-sharing, and the allocation of customers. Referral agreements must be structured to avoid any provisions that could be characterised as anti-competitive. The Competition and Consumer Protection Commission (CCPC) has broad powers to investigate and prosecute anti-competitive practices, including the power to seek criminal sanctions for hardcore cartel behaviour.
In certain regulated sectors, referral fees are subject to specific restrictions. The Law Society of Ireland's Code of Conduct restricts solicitors from paying referral fees to non-solicitors for client introductions. The Central Bank of Ireland's Consumer Protection Code 2012 requires disclosure of commissions, fees, and charges in the financial services sector. The Property Services (Regulation) Act 2011 imposes transparency requirements on referral fees in the property sector. Healthcare professionals and medical device companies are subject to additional transparency requirements under the Irish Pharmaceutical Healthcare Association (IPHA) Code and the EUCOMED Code of Ethical Business Practice.
For general commercial referral arrangements between businesses outside of regulated sectors, there are no statutory prohibitions on referral fees in Ireland, and the parties are free to agree on the terms. However, compliance with data protection law is essential, as the referral process involves the sharing of personal data. The GDPR and the Data Protection Act 2018 require both parties to confirm that the processing of personal data in connection with the referral arrangement has a lawful basis and complies with data protection principles — including the obligations regarding lawfulness, fairness, transparency, and data minimisation under Article 5 GDPR.
From a tax perspective, referral fees received by the referring party are taxable income and must be declared to the Revenue Commissioners. Where the referring party is VAT-registered or exceeds the EUR 40,000 annual VAT registration threshold, VAT at 23% must be charged on referral fees under the Value-Added Tax Consolidation Act 2010. The referral agreement should be carefully documented to support the deductibility of the fees and to demonstrate that the arrangement is at arm's length and reflects a genuine commercial service.
When Do You Need a Referral Agreement (Ireland)?
An Irish Referral Agreement is needed whenever a business wishes to formalise an arrangement under which another party will introduce clients, customers, or business opportunities in exchange for a referral fee. The referral agreement provides legal certainty by defining what constitutes a qualifying referral, how the referral fee is calculated and paid, and the respective obligations of the parties.
You need an Irish Referral Agreement when you are: a business seeking to expand your client base by engaging other businesses, professionals, or intermediaries to refer potential customers to you; a professional services firm, such as a law firm, accounting firm, or consulting firm, entering into a reciprocal referral arrangement with complementary service providers; a technology company establishing a partner or affiliate programme under which partners receive fees for referring new clients or users; a recruitment agency or staffing firm engaging with businesses that will refer candidates or client companies; a financial services intermediary, insurance broker, or mortgage broker entering into a referral arrangement, subject to the Central Bank of Ireland's regulatory requirements; or a property developer or estate agent engaging with professionals who may refer potential buyers, tenants, or investors.
The referral agreement is also important for tax and VAT compliance. VAT at 23% is chargeable on referral fees, and both parties must confirm compliance with the Value-Added Tax Consolidation Act 2010.
Where the referral arrangement involves the sharing of personal data, such as names, contact details, and business information of referred individuals, the GDPR and the Data Protection Act 2018 require the parties to have a lawful basis for processing, to inform data subjects of the sharing, and to implement appropriate security measures. A referral agreement without adequate data protection provisions exposes both parties to regulatory risk from the Data Protection Commission (DPC).
Anti-circumvention provisions are particularly important in industries where relationships are the primary driver of business development.
A written referral agreement is also important for the purposes of financial record-keeping and audit trail. Disputes about referral fees are relatively common in commercial practice, and a clearly drafted referral agreement with unambiguous definitions and payment procedures significantly reduces the risk of litigation. Where a dispute does arise, the Mediation Act 2017 encourages parties to attempt mediation before commencing court proceedings, and a governing law clause specifying Irish law and an Irish courts jurisdiction clause will confirm that any dispute is resolved efficiently and predictably.
Under the Companies Act 2014, the Companies Registration Office (CRO) maintains the register of Irish companies. Section 343 of the Companies Act 2014 sets annual confirmation obligations. The Competition and Consumer Protection Commission (CCPC) enforces the Consumer Rights Act 2022. The Central Bank of Ireland regulates financial services under the Central Bank Act 1971. The High Court of Ireland has jurisdiction under Section 212 of the Companies Act 2014.
What to Include in Your Referral Agreement (Ireland)
The definitions clause should clearly define key terms, including qualifying referral, referred client, referral fee, referral period, and any other terms specific to the arrangement. The definition of qualifying referral is particularly important and should specify the criteria that a referral must meet to trigger the obligation to pay a referral fee.
The referral process clause should set out the procedures for making and registering referrals, including the method of notification (written notice, email, online portal), the information that must be provided with each referral, and the timeline for acknowledging and accepting or rejecting a referral.
The referral fee clause should specify the amount or method of calculating the referral fee, whether it is a fixed amount per referral, a percentage of the revenue generated from the referred client, or a tiered structure based on volume or value. The clause should also state the currency (EUR), the payment schedule, the invoice process, and the consequences of late payment under the European Communities (Late Payment in Commercial Transactions) Regulations 2012.
The VAT clause should address the VAT treatment of referral fees under the Value-Added Tax Consolidation Act 2010, including the applicable rate (23%), the obligation to issue VAT invoices, and the treatment of cross-border referrals.
The clause is essential to the commercial viability of the referral arrangement.
The confidentiality clause should protect the commercial terms of the referral arrangement and any proprietary information exchanged between the parties.
The data protection clause must address the parties' obligations under the GDPR and the Data Protection Act 2018 in relation to the personal data of referred individuals, including lawful basis, transparency, security, and breach notification.
The competition law compliance clause should confirm that the referral arrangement complies with the Competition Act 2002 and EU competition law, and that neither party will engage in anti-competitive practices in connection with the referral arrangement.
The term and termination clause should specify the duration of the agreement, the notice period for termination, and the treatment of referral fees for referrals made before termination but that result in business after termination.
The governing law and dispute resolution clause should specify Irish law as the governing law and provide for mediation under the Mediation Act 2017 and litigation in the Irish courts. Where one or both parties are based outside Ireland, the governing law and jurisdiction clause becomes particularly important, as it determines which courts will have jurisdiction and which law will govern the interpretation of the agreement.
The records and audit clause should require both parties to maintain accurate records of all referrals made, fees earned, and payments made under the agreement, and to provide the other party with reasonable access to those records on request. Accurate records are essential for VAT compliance, tax reporting to the Revenue Commissioners, and for resolving any dispute about whether a referral fee is properly due. For financial services intermediaries, the Central Bank of Ireland's Consumer Protection Code 2012 (updated 2019) requires disclosure of any commission, fee, or other consideration received by the intermediary in connection with the referral of clients, under Requirement 4.58 of the Code. The referral agreement should include provisions confirming that any regulated party can comply with these disclosure obligations. Under section 4(1) of the Competition Act 2002, any agreement that has as its object or effect the prevention, restriction, or distortion of competition in Ireland is void, and the parties should obtain competition law advice where the referral arrangement creates exclusive supply territories, fixes prices, or restricts one party's ability to deal with third parties. The CCPC's enforcement powers include civil and criminal sanctions, with fines of up to EUR 5,000,000 or 10% of turnover (whichever is greater) for undertakings found guilty of breaching section 4 of the Competition Act 2002. The forms-legal.com Referral Agreement (Ireland) template covers the mandatory elements under Companies Act 2014.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Referral Agreement (Ireland) (Ireland) [Legal document template]. Forms Legal. https://forms-legal.com/ireland/business/contracts/referral-agreement-ireland
"Referral Agreement (Ireland) (Ireland)." Forms Legal, 2026, https://forms-legal.com/ireland/business/contracts/referral-agreement-ireland.
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author = {{Forms Legal}},
title = {Referral Agreement (Ireland) (Ireland)},
year = {2026},
howpublished = {\url{https://forms-legal.com/ireland/business/contracts/referral-agreement-ireland}},
note = {Free legal document template. Based on Companies Act 2014}
}Also available for these jurisdictions:
Frequently Asked Questions
Referral fees are generally legal in Ireland for most commercial activities, provided that the arrangement complies with applicable law and does not constitute anti-competitive behaviour under the Competition Act 2002. The Competition and Consumer Protection Commission (CCPC) enforces competition law in Ireland, and referral arrangements must not involve price-fixing, market-sharing, or other practices that restrict competition in contravention of Section 4 of the Competition Act 2002 or Article 101 of the Treaty on the Functioning of the European Union (TFEU). However, referral fees are restricted or prohibited in certain regulated professions and sectors. For solicitors, the Solicitors Acts 1954 to 2015 and the Legal Services Regulation Act 2015 impose restrictions on fee-sharing arrangements. The Law Society of Ireland's Code of Conduct prohibits solicitors from paying referral fees to non-solicitors for the introduction of clients. Similarly, in the financial services sector, the Central Bank of Ireland's Consumer Protection Code 2012 imposes requirements on the disclosure of commissions, fees, and charges paid to intermediaries for the introduction of customers. In the property sector, estate agents and auctioneers regulated under the Property Services (Regulation) Act 2011 must comply with disclosure requirements regarding referral fees.
Referral fees in Ireland are subject to VAT under the Value-Added Tax Consolidation Act 2010 (VATCA 2010). The referral fee is consideration for the supply of a service, namely the introduction of clients or business opportunities, and is therefore subject to VAT at the standard rate of 23%. The referral agreement should clearly specify whether the referral fee is quoted exclusive or inclusive of VAT, and the referring party must issue valid VAT invoices showing their VAT registration number. Where the referring party's annual turnover from services exceeds the VAT registration threshold of EUR 40,000, they must register for VAT with the Revenue Commissioners. The VAT point of taxation for referral fees is generally the earlier of the date the referral fee becomes due or the date payment is received. Where referral fees are calculated as a percentage of the revenue generated from the referred client, the VAT invoice should clearly show the basis of calculation. For cross-border referral arrangements within the EU, the place of supply rules under Articles 44-59 of the EU VAT Directive 2006/112/EC determine where VAT is chargeable. Business-to-business referral services are generally subject to the reverse charge mechanism, meaning VAT is accounted for by the recipient of the service in their country of establishment. The referral agreement should include clear provisions on VAT treatment to maintain compliance with the VATCA 2010 and to avoid disputes about whether the referral fee is net or gross of VAT.
The definition of a qualifying referral is one of the most important provisions in an Irish Referral Agreement, as it determines when the referring party becomes entitled to a referral fee. A qualifying referral should be clearly and precisely defined to avoid disputes. The effective cause requirement is important under Irish law because it prevents disputes about whether the referral actually led to the business relationship. The referral agreement should also address what happens where multiple parties claim credit for the same referral, and whether a referral remains qualifying if the referred client returns for repeat business after the initial engagement.
Data protection law has a significant impact on referral agreements in Ireland because the referral process inherently involves the sharing of personal data, such as names, contact details, and business information of referred individuals. Under Article 6 of the GDPR, the processing of personal data must be based on a lawful basis, such as legitimate interest (Article 6(1)(f)) or consent (Article 6(1)(a)). The referral agreement should include provisions requiring both parties to comply with the GDPR and the Data Protection Act 2018, to process personal data only for the purposes of the referral arrangement, to implement appropriate technical and organisational security measures under Article 32 of the GDPR, and to notify each other without undue delay of any personal data breach.
A Referral Agreement (Ireland) does not legally require a lawyer in Ireland, and individuals and businesses may draft and execute the document independently. The Companies Act 2014 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Ireland 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 High Court of Ireland has jurisdiction over disputes arising from this type of document, and Companies Registration Office (CRO) 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
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