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1. Interpretation. The following definitions and rules of interpretation apply in this agreement: 


Agency Fee: the payments made to the Principal for the Services under a Relevant Contract less any value added tax or other sales tax on them, any out of pocket expenses incurred by the Principal in providing the Services and any discounts or rebates granted by the Principal.


Introduction: the provision to the Principal of the contact details of an employee or authorised representative of a Prospective Client that knows one or more individuals at the Introducer and is of sufficient seniority to authorise or recommend the purchase of the Services from the Principal. Introduce, Introduces, and Introduced shall be interpreted accordingly.


Introduction Date: for each Prospective Client, the date during the term of this agreement on which the Introducer first Introduces such Prospective Client to the Principal. 


Prospective Client: a person to whom the Principal has not at any time previously provided the Services or any other goods or services and with whom the Principal has not been in bona fide negotiations to provide the Services in the six months before the Introduction Date.


Relevant Contract: a contract for the supply of Services entered into during the Introduction Period between the Principal and a Prospective Client that was Introduced by the Introducer.


Services: the management and business representative  services provided by the Principal together with any other services from time to time offered by the Principal and which the Principal, by express written notice to the Introducer, includes within the scope of this agreement.


2. Introductions. The Principal appoints the Introducer on a non-exclusive basis. The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Principal in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Principal, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients. The Introducer shall disclose to each Prospective Client that it is an introduction agent of the Principal and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of the Principal. The Introducer shall not, without the Principal's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in the Principal's marketing material.



3. Commission and payment. The Introducer shall be entitled to Commission if a Prospective Client Introduced by the Introducer enters into a Relevant Contract. All Commission payable pursuant shall be due to the Introducer, upon invoice, within 14 days of the Principal receiving payment under any Relevant Contract. Commission shall be payable to the Introducer in pounds sterling. If the Principal receives payment under any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by the Principal.'


All sums payable under this agreement: (a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question; (b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to: (i) lawfully avoid making any such deductions; or (ii) enable the payee to obtain a tax credit in respect of the amount withheld. 


4. Obligations of the Principal. The Principal shall provide the Introducer at all material times with the information the Introducer reasonably requires to perform its duties, including marketing information for and details of the Services, and information about the Principal. The Principal shall not be responsible for any expenses incurred by the Introducer. The Principal shall be under no obligation to: (a) follow up any Introduction made by the Introducer; or (b) enter into a Relevant Contract.


5. Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals. The Introducer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010). The Introducer shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements. The Introducer shall promptly report to the Principal any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this agreement. 


6. Limitations of liability. Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) any loss of profit, sales, revenue, or business; (ii) loss of anticipated savings;  (iii) loss of or damage to goodwill; (iv) loss of agreements or contracts; (v) loss of use or corruption of software, data or information;  (vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or (vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed total aggregate Commission paid under this agreement. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.


7. Commencement and duration. This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue for 3 years unless terminated by either party giving to the other party three months’ written notice to terminate. 


8. Termination. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or (b) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. The Principal may terminate this agreement on notice with immediate effect if the Introducer is in material breach of its compliance obligations in clause 4 (Compliance). 


9. General. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if that delay or failure result from events, circumstances or causes beyond its reasonable control. The Introducer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the Principal’s prior written consent. The Principal may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement. Each party agrees that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except: (i) to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement; or (ii) as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. 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 law of England and Wales. 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 or its subject matter or formation (including non-contractual disputes or claims).

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