Referral Agreement (UK)
This Referral Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[Company Name], [Who Company], with its registered or principal address at [Company Address], [Company City], [Company County], [Company Postcode], England and Wales (hereinafter referred to as the “Company”); and
[Referrer Name], [Who Referrer], with their registered or principal address at [Referrer Address], [Referrer City], [Referrer County], [Referrer Postcode], England and Wales (hereinafter referred to as the “Referrer”).
The Company and the Referrer are referred to collectively as the “Parties” and individually as a “Party”.
BACKGROUND
The Company provides [Products/Services] (the “Services”). The Referrer wishes to introduce prospective clients to the Company within the Territory in consideration of referral fees payable by the Company on the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out herein, the Parties agree as follows:
1. APPOINTMENT
1.1 The Company hereby appoints the Referrer as a non-exclusive referral partner (unless clause 1.2 applies) to introduce prospective clients to the Company for the purpose of purchasing the Services within the territory of [Territory] (the “Territory”) for the duration of this Agreement.
1.2 The Referrer is appointed as an independent contractor and not as an employee, worker, agent, or partner of the Company. The Referrer has no authority to bind the Company contractually, to accept orders on behalf of the Company, or to make any representations on the Company’s behalf.
1.3 Nothing in this Agreement shall prevent the Company from introducing prospective clients through its own sales effort or through any other referral partner, unless clause 5 applies.
2. REFERRER’S OBLIGATIONS
2.1 The Referrer shall:
- use reasonable endeavours to identify and introduce prospective clients to the Company who may be interested in purchasing the Services;
- provide the Company with the name, contact details, and relevant background information for each prospective client introduced (each an “Introduced Client”);
- promote the Services honestly and accurately and not make any representations about the Company or the Services that are misleading, inaccurate, or inconsistent with the Company’s published materials;
- comply with all applicable laws and regulations, including the Bribery Act 2010, the Consumer Rights Act 2015 (where applicable), and any regulations applicable to financial services introductions;
- not accept any payment, gift, or benefit from a prospective client in connection with an introduction without the Company’s prior written consent; and
- promptly notify the Company of any conflict of interest that arises in connection with this Agreement.
2.2 The Referrer acknowledges that an introduction does not obligate the Company to enter into a contract with any Introduced Client.
3. REFERRAL FEE
3.1 In consideration of successful introductions made by the Referrer in accordance with this Agreement, the Company shall pay the Referrer [Fee Type] of [Referral Fee] (the “Referral Fee”) for each Introduced Client who enters into a binding contract with the Company for the Services during the term of this Agreement.
3.2 A referral is deemed “successful” when an Introduced Client concludes a binding contract with the Company for the Services and the Company receives cleared funds from that client.
3.3 The Referral Fee is payable [Payment Terms]. Payment shall be made in pounds sterling (£) by bank transfer to the Referrer’s nominated account.
3.4 All Referral Fees are exclusive of Value Added Tax (VAT). Where the Referrer is VAT-registered and the supply of referral services is subject to VAT, the Referrer shall issue a valid VAT invoice and the Company shall pay the applicable VAT in addition to the Referral Fee.
3.5 The Referral Fee is the Referrer’s sole remuneration under this Agreement. No Referral Fee shall be payable where the Company reasonably determines that the Referrer has breached any obligation under this Agreement in connection with the introduction.
4. ANTI-BRIBERY AND COMPLIANCE
4.1 The Referrer shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any conduct that could constitute an offence under that Act.
4.2 The Referrer shall not offer, pay, promise, or authorise the payment of any money, gift, or other advantage to any person in order to induce that person to introduce prospective clients to the Company or to influence any commercial decision.
4.3 The Referrer warrants that it has in place adequate procedures designed to prevent associated persons from undertaking conduct that would constitute a bribery offence under the Bribery Act 2010, in accordance with the Ministry of Justice guidance published under section 9 of that Act.
4.4 A breach of this clause shall entitle the Company to terminate this Agreement with immediate effect and to withhold or recover any Referral Fees paid or payable.
5. CONFIDENTIALITY
5.1 Each Party shall keep confidential all information of a confidential or proprietary nature received from the other Party in connection with this Agreement (“Confidential Information”), and shall not disclose it to any third party without the prior written consent of the disclosing Party.
5.2 The obligations of confidentiality under this clause shall survive the termination or expiry of this Agreement for a period of three (3) years.
5.3 This clause does not apply to information that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is required to be disclosed by law or court order.
6. DATA PROTECTION
6.1 Where either Party processes personal data in connection with this Agreement, each Party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
6.2 The Referrer shall only collect and share personal data of prospective clients to the extent necessary to make an introduction under this Agreement and shall ensure that any such processing is carried out on a lawful basis.
7. TERM AND TERMINATION
7.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of [Agreement Term], unless terminated earlier in accordance with this clause.
7.2 Either Party may terminate this Agreement at any time after the initial term by giving not less than [Notice Period] written notice to the other Party.
7.3 Either Party may terminate this Agreement with immediate effect by written notice if the other Party:
- commits a material breach of this Agreement that is incapable of remedy, or that it fails to remedy within 14 days of written notice requiring it to do so;
- is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters administration, receivership, liquidation, or any other formal insolvency procedure; or
- is convicted of an offence under the Bribery Act 2010 or any analogous legislation.
7.4 On termination or expiry of this Agreement, the Referrer shall immediately cease making introductions on the Company’s behalf. Referral Fees in respect of Introduced Clients who conclude a binding contract with the Company within 90 days of termination shall remain payable, provided the introduction was made prior to the termination date.
8. LIMITATION OF LIABILITY
8.1 Neither Party excludes its liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
8.2 Subject to clause 9.1, neither Party shall be liable to the other for any indirect, special, or consequential loss or damage, loss of profits, loss of business, or loss of revenue arising out of or in connection with this Agreement.
8.3 Subject to clause 9.1, the aggregate liability of either Party to the other under or in connection with this Agreement shall not exceed the total Referral Fees paid or payable in the twelve months preceding the event giving rise to the claim.
9. GENERAL
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, representations, and negotiations.
9.2 Amendments. No variation of this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
9.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.4 No Waiver. A failure or delay by either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy.
9.5 Third Party Rights. No person other than the Parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
9.6 Notices. Any notice under this Agreement shall be in writing and delivered by hand, first-class post, or email to the other Party’s address or email address stated in this Agreement.
10. GOVERNING LAW AND JURISDICTION
10.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Referral Agreement as of the Effective Date first written above.
THE COMPANY
Name: [Company Name]
Address: [Company Address], [Company City], [Company County], [Company Postcode]
THE REFERRER
Name: [Referrer Name]
Address: [Referrer Address], [Referrer City], [Referrer County], [Referrer Postcode]
Company (Principal)
________________
Signature
Date: ________________
Referrer
________________
Signature
Date: ________________
What Is a Referral Agreement (UK)?
A Referral Agreement in the United Kingdom sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, and is governed by the Bribery Act 2010.
Referral arrangements are a common and legitimate form of business development used across a wide range of industries, from professional services and technology to financial services and real estate. They allow businesses to expand their client base through trusted intermediaries without the overhead of a full-time sales force. When properly documented, a referral agreement provides clarity on the fee structure, the conditions for payment, the territory within which referrals may be made, and the obligations each party owes to the other.
In England and Wales, a Referral Agreement is primarily governed by the general law of contract as codified and developed by the courts. There is no single statute that specifically regulates non-financial referral agreements, but several statutory regimes are relevant. The Bribery Act 2010 imposes strict obligations on businesses and their associated persons — including referral partners — to avoid corrupt payments. The UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 regulate the processing of personal data shared between the parties. Where referred services are regulated by the Financial Conduct Authority (FCA), additional rules under the Financial Services and Markets Act 2000 (FSMA 2000) may apply.
Our UK Referral Agreement template is drafted for use by businesses and individuals operating in England and Wales. It provides a thorough framework covering the appointment of the Referrer, the fee structure, payment terms, exclusivity, non-solicitation restrictions, confidentiality, data protection, and governing law.
The legal framework governing the Referral Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Referral Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Referral Agreement (UK)?
A formal Referral Agreement should be put in place whenever a business wishes to compensate a third party for introducing new clients or customers. Using an informal arrangement, or simply proceeding on the basis of an oral understanding, creates significant legal and commercial risk: disputes may arise about whether a referral was the effective cause of a new client relationship, whether a fee is payable, and on what terms.
Common situations in which a UK Referral Agreement is needed include: a professional services firm (such as an accountancy practice or law firm) agreeing to refer clients to a complementary business (such as a financial planner or technology provider) in exchange for a reciprocal or financial arrangement; a technology company appointing a network of partners to introduce potential customers for its software products in exchange for a commission; a recruitment agency referring candidates or clients to a specialist agency in exchange for a fee-sharing arrangement; and a commercial landlord or estate agent agreeing to refer tenants or buyers to a solicitor, surveyor, or mortgage broker.
A Referral Agreement is also important for compliance purposes. The Bribery Act 2010 applies to all persons and companies carrying on business in the United Kingdom and creates offences of offering, promising, or giving a financial or other advantage to induce improper conduct. A well-drafted referral agreement, with appropriate anti-bribery provisions, helps to demonstrate that referral fees are legitimate commercial payments made in return for genuine services, rather than corrupt payments.
Where the referred services involve regulated financial services — such as insurance products, mortgages, investments, or consumer credit — the referral arrangement may require FCA authorisation or exemption. In such cases, specialist legal advice should be obtained before entering into the agreement.
A Referral Agreement is not appropriate where the referrer is intended to act as the company's agent with authority to negotiate or conclude contracts on the company's behalf. In that case, a Commercial Agency Agreement — which is subject to the Commercial Agents (Council Directive) Regulations 1993 — would be more appropriate.
What to Include in Your Referral Agreement (UK)
A well-drafted Referral Agreement for use in England and Wales should contain several key provisions to protect the interests of both parties and confirm legal compliance.
The appointment clause establishes the relationship between the Company and the Referrer. It should make clear that the Referrer is appointed as an independent contractor and not as an employee, worker, or agent of the Company. This distinction is important for tax purposes (the Referrer will be responsible for their own income tax and National Insurance) and to confirm the Referrer does not have authority to bind the Company contractually.
The description of services or products clause identifies the specific goods or services for which the Referrer will make introductions. A precise description helps to avoid disputes about whether a particular client introduction falls within the scope of the agreement.
The territory clause defines the geographical area within which the Referrer may make introductions. If the Company operates in a limited area, the territory should be restricted accordingly.
The referral fee clause is the most commercially significant provision. It should specify: (a) whether the fee is a fixed sum or a percentage of the contract value; (b) the precise amount or percentage; (c) when the fee becomes payable (e.g., on contract signature, on receipt of cleared funds, or after a specified period); and (d) the payment method and currency (GBP).
The conditions for payment clause defines what constitutes a ‘successful’ referral. Typically, a referral is successful when the Introduced Client enters into a binding contract with the Company and the Company receives cleared funds. The clause should also address what happens to fees if a client cancels early or fails to pay.
The exclusivity clause, if included, prevents the Company from appointing other referrers within the territory. Exclusivity imposes a greater obligation on the Referrer to actively promote the Company’s services, and the clause should reflect this.
The non-solicitation clause restricts the Referrer from soliciting the Company’s clients or employees after termination. Under English law, this must be reasonable in scope and duration to be enforceable as a restraint of trade.
The Bribery Act 2010 compliance clause is essential in any UK commercial agreement involving payments to third parties. It should require the Referrer to have adequate anti-bribery procedures in place and prohibit the payment of any advantage to improperly influence business decisions.
The data protection clause confirms compliance with the UK GDPR and the Data Protection Act 2018, particularly where the Referrer shares the personal data of prospective clients with the Company.
The governing law and jurisdiction clause should specify England and Wales.
Additional compliance elements for a Referral Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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"Referral Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/referral-agreement-uk.
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year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/referral-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes. The Bribery Act 2010 is one of the strictest anti-corruption laws in the world and applies to all businesses carrying on operations in the United Kingdom. A Referral Agreement must be structured to confirm that referral fees are legitimate commercial payments and do not constitute bribes. Under section 6 of the Act, it is an offence to bribe a foreign public official. Under sections 1 and 2, it is an offence to offer or accept a bribe in the context of a business function. Section 7 creates a corporate offence of failing to prevent bribery by an associated person (which can include a referral partner). To avoid liability, the company should confirm that referral fees are transparent, properly documented, proportionate to the services provided, and consistent with applicable industry regulations. The company should also have in place ‘adequate procedures’ (as defined in the Ministry of Justice guidance under section 9 of the Act) to prevent bribery, including due diligence on referral partners.
The answer depends on the nature of the services being referred. If the services being introduced are regulated financial services — such as insurance, mortgages, investments, or consumer credit — the referral arrangement may require authorisation or registration with the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2000 (FSMA 2000). Introducing clients to regulated firms in exchange for payment can constitute a ‘regulated activity’, and carrying on regulated activities without FCA authorisation is a criminal offence under section 23 of FSMA 2000. However, where the referred services are not regulated (e.g., general commercial services, software, or professional services not regulated by the FCA), FCA authorisation is generally not required for the referral activity itself. If in doubt, legal advice should be sought before entering into a referral arrangement involving financial services.
A post-termination non-solicitation clause in a Referral Agreement is a form of restraint of trade and will only be enforceable under English law if it protects a legitimate business interest and is reasonable in scope and duration. English courts apply the common law doctrine of restraint of trade, which requires that any restriction must go no further than is reasonably necessary to protect the employer’s or principal’s legitimate interests. For non-solicitation clauses in referral agreements, the legitimate interest is typically the protection of the company’s client relationships that the referrer had access to through the agreement. Courts generally consider restrictions of up to 12 months in duration to be potentially reasonable, depending on the nature of the business and the referrer’s level of contact with clients. Overly broad or lengthy restrictions risk being struck down entirely or ‘blue-pencilled’ by a court, which may sever the offending part of the clause while leaving the remainder intact.
The agreement should clearly state whether the referral fee is payable on signing of the client contract or only once the company has received cleared funds. If the agreement specifies that the fee is payable only on receipt of cleared funds, a subsequent cancellation or refund by the client would mean the fee had not yet been earned. If the fee was already paid on contract signing and the client later cancels and receives a refund, the agreement should address whether the referral fee is subject to a claw-back provision. Without a clear claw-back clause, the company would generally have no right to recover a fee already paid. It is therefore advisable to include a claw-back or clawback mechanism in the agreement, particularly where the referred services are of high value or where there is a material risk of early cancellation.
The Consumer Rights Act 2015 (CRA 2015) applies to contracts between a business and a consumer. If the Referrer is an individual acting outside their trade or profession, and the Company is a business, the CRA 2015 may apply to the referral agreement itself and impose restrictions on unfair contract terms (Part 2 of the Act). Terms that create a significant imbalance in the parties’ rights and obligations to the detriment of the consumer may be unenforceable. However, in most commercial referral arrangements, both parties are businesses, and the CRA 2015 does not apply. Where the Referrer is a consumer, legal advice should be sought to confirm the agreement complies with the CRA 2015 and does not contain terms that could be challenged as unfair. Under United Kingdom law, Companies Act 2006, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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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