Referral Agreement in Australia: Template and Key Clauses (2026)

A referral agreement in Australia sets out the terms on which one business introduces potential customers to another and is paid for introductions that convert. Referral fees are lawful across most of the economy, but financial-services and legal referrals carry special rules, and sharing and marketing to leads engages privacy and anti-spam law. This guide sets out the Australian law that matters, the key clauses, and a drafting skeleton. It is general information, not legal advice; take Australian advice before signing a live deal. ## What is a referral agreement in Australia? It is a contract between a referrer, who introduces prospective customers, and a recipient, who provides the goods or services and pays a fee or commission for qualifying referrals. The agreement defines what counts as a referral, when the fee is earned, how it is calculated, and how the parties behave towards each other and the customer. It is not an agency or partnership unless the parties intend that. ## What law and rules govern referral agreements in Australia? Australian contract law is based on common law, so there is no single referral statute. The agreement rests on general contract principles and is shaped by consumer, sector, tax, privacy and marketing rules: - Australian Consumer Law. The Australian Consumer Law, in Schedule 2 to the Competition and Consumer Act 2010, prohibits misleading or deceptive conduct. How a referral and any fee are presented to the customer must not mislead.

• Financial services. Referrals of financial products engage the Corporations Act and the Australian Securities and Investments Commission (ASIC) regime. The conflicted-remuneration rules restrict benefits that could influence financial advice, and there are specific rules and exemptions for referral arrangements. Treat a financial-product referral as regulated and confirm the position.
• Legal services. The Legal Profession Uniform Law, in force in several states, restricts and requires disclosure of referral fees and costs arrangements involving law practices.
• Tax. Referral commission is assessable income. A referrer in business should have an Australian Business Number (ABN); without one, the payer may have to withhold under the no-ABN rules. Goods and Services Tax applies where the referrer is GST-registered.
• Privacy and marketing. Sharing a prospect's personal information engages the Privacy Act 1988 and the Australian Privacy Principles. Electronic marketing to introduced contacts engages the Spam Act 2003, and telemarketing engages the Do Not Call Register. ## Key clauses in an Australia referral agreement - Definition of a referral: what counts, and when an introduction becomes a qualifying, fee-earning referral.
• Fee and payment: amount or percentage, trigger event, timing, ABN, GST and any withholding.
• Clawback: whether a fee is returned if the underlying deal falls through.
• Exclusivity: whether the referrer may introduce to competitors.
• Consumer-law compliance: no misleading conduct in how referrals are presented.
• Sector compliance: ASIC and conflicted-remuneration points for financial referrals, and Legal Profession Uniform Law disclosure for legal referrals.
• Privacy and marketing: lawful handling of prospect data under the Privacy Act 1988, and compliance with the Spam Act 2003 and Do Not Call Register.
• No authority: confirm the referrer cannot bind the recipient.
• Term, termination and governing law: which state or territory law applies. ## When a referral fee becomes a problem For ordinary businesses, a transparent fee for a genuine introduction is standard and enforceable. The problems arise with financial-product referrals, where conflicted-remuneration rules may bite, and legal referrals, where disclosure is mandatory under the Uniform Law. Beyond that, the main traps are misleading the customer about the arrangement, and marketing to introduced contacts without complying with the Spam Act 2003 and the Do Not Call Register. Check the sector first, and keep the fee open. ## A simple drafting skeleton 1. Parties and date

2. Definitions, including what counts as a referral
3. The referral service and how introductions are made
4. Fee, trigger event, payment timing, ABN, GST and withholding
5. Clawback and failed deals
6. Exclusivity (if any)
7. Consumer-law compliance (no misleading conduct)
8. Sector compliance (ASIC and conflicted remuneration, Legal Profession Uniform Law)
9. Privacy and marketing (Privacy Act 1988, Spam Act 2003, Do Not Call)
10. No authority or partnership
11. Term, termination and governing law
12. Signatures ## Common mistakes to avoid - Treating a financial-product referral as ordinary and ignoring ASIC and the conflicted-remuneration rules.

• Missing mandatory disclosure under the Legal Profession Uniform Law for referrals involving law practices.
• Marketing to introduced contacts without complying with the Spam Act 2003 and the Do Not Call Register.
• Forgetting ABN, GST and no-ABN withholding on the commission. ## Keeping referral arrangements under control If you run many referral partners, the hard part is not one agreement. It is tracking which arrangements touch financial or legal services, how ABN, GST and withholding are handled, when each term ends, and which clawback terms apply. Drafting from a tuned template, flagging risky clauses per contract, and keeping versions straight is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, with Australia and other jurisdictions on its roadmap, so confirm local depth before relying on it for ASIC or Uniform Law detail. More at Adira. The law above stands on its own. ## Bottom line A referral agreement in Australia is straightforward for most businesses, built on common-law contract principles and the Australian Consumer Law. The first checks are financial services, where ASIC and conflicted-remuneration rules apply, and legal services, where disclosure is mandatory. Then handle ABN, GST and withholding, respect the Privacy Act, Spam Act 2003 and Do Not Call Register, and take Australian advice before signing a real deal.