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Referral Agreement Template for England and Wales

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Key Requirements PROMPT example:

Referral Agreement

"I need a referral agreement outlining a 10% commission on successful client referrals, payable within 30 days of client payment, with a 12-month exclusivity period for referred clients. The agreement should include confidentiality clauses and be governed by UK law."

What is a Referral Agreement?

A Referral Agreement sets out the terms when one party (the referrer) introduces potential clients or business opportunities to another party in exchange for compensation. These agreements are common in professional services, with solicitors, estate agents, and financial advisers often using them to formalize their referral networks.

Under English law, these agreements must clearly specify the referral fees, outline any regulatory requirements (especially for regulated industries like legal services), and detail how long the referrer can claim commission after making an introduction. The agreement also typically includes confidentiality terms and confirms that the referrer isn't making promises on behalf of the receiving business.

When should you use a Referral Agreement?

Use a Referral Agreement when your business wants to build formal partnerships for client introductions, especially in regulated sectors like financial services, legal practice, or real estate. These agreements become essential once you start paying referral fees or receiving regular business introductions from other professionals.

The agreement protects both parties by setting clear payment terms, defining what counts as a successful referral, and meeting regulatory requirements for transparency. It's particularly important when dealing with ongoing referral relationships, multiple introducers, or when tracking complex commission structures over time. Having this agreement in place helps avoid disputes and ensures compliance with UK referral fee rules.

What are the different types of Referral Agreement?

Who should typically use a Referral Agreement?

  • Professional Service Providers: Solicitors, accountants, and financial advisers who want to formalize client referral networks and track commission payments
  • Estate Agents: Property professionals who refer clients to mortgage brokers, surveyors, or other agents outside their territory
  • Business Consultants: Independent advisers who generate income by referring clients to specialist service providers
  • Marketing Agencies: Digital and traditional agencies that refer complementary services to their clients
  • Legal Compliance Teams: In-house lawyers and compliance officers who review and approve referral arrangements to ensure regulatory compliance

How do you write a Referral Agreement?

  • Party Details: Gather full legal names, registered addresses, and company registration numbers for all parties involved
  • Referral Terms: Define what constitutes a valid referral and how long the referrer can claim commission after an introduction
  • Commission Structure: Outline exact payment terms, percentages, and any minimum thresholds or caps
  • Service Scope: Specify which products or services are covered by the referral arrangement
  • Regulatory Requirements: Check industry-specific rules about referral fee disclosure and client consent
  • Key Dates: Set agreement duration, payment schedules, and review periods

What should be included in a Referral Agreement?

  • Parties & Definitions: Full legal names, addresses, and clear definitions of referral terms and success criteria
  • Compensation Terms: Detailed fee structure, payment timing, and calculation methods for referral fees
  • Service Description: Specific products or services covered by the referral arrangement
  • Duration & Termination: Agreement length, notice periods, and post-termination obligations
  • Confidentiality: Data protection commitments and handling of sensitive information
  • Regulatory Compliance: Industry-specific requirements and disclosure obligations
  • Governing Law: Explicit statement of English law jurisdiction and dispute resolution process

What's the difference between a Referral Agreement and an Affiliate Agreement?

A Referral Agreement differs significantly from an Affiliate Agreement, though both involve business partnerships and commission structures. The key differences lie in their scope, implementation, and legal obligations.

  • Relationship Structure: Referral Agreements typically involve direct introductions to specific clients, while Affiliate Agreements focus on broader marketing and promotional activities
  • Payment Triggers: Referral fees are usually paid for successful business introductions, whereas affiliate commissions often depend on tracked online sales or conversions
  • Legal Obligations: Referral Agreements require more detailed client confidentiality provisions and often face stricter regulatory oversight, especially in professional services
  • Duration: Referral arrangements commonly track individual introductions with specific commission periods, while affiliate relationships tend to be ongoing with regular performance reviews
  • Compliance Requirements: Referral Agreements must meet specific industry regulations about fee disclosure and client consent, which aren't typically needed in affiliate marketing

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