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

A referral agreement in Ireland is a contract where one party introduces potential customers to another for a fee or commission. It is simpler than an agency arrangement because the referrer only introduces. What makes the Irish version specific is EU and Irish data-protection law on how leads are shared and contacted, VAT on the fee, and sector rules, particularly in financial services, that restrict or require disclosure of referral fees. This guide covers the law, the key clauses and a drafting skeleton. It is general information, not legal advice; confirm a live deal with a qualified local lawyer. ## What a referral agreement is (and is not) A referral agreement pays for an introduction. It should be drafted so the referrer does not act as a commercial agent with authority to negotiate or bind the client, because the EU-derived Commercial Agents regime in Ireland gives genuine agents protections, including compensation on termination. Keep the role to introductions and define the qualifying referral that earns a fee. The distinction is not just technical: an agent who negotiates or signs on the company's behalf can trigger protections and obligations that a brand paying for a simple introduction never intended, so the drafting should make the limited role unmistakable and keep the referrer away from pricing, negotiation and taking payment. ## Data protection and ePrivacy Sharing a prospect's details is a processing of personal data under the GDPR, implemented by the Data Protection Act 2018 and supervised by the Data Protection Commission. There must be a lawful basis and appropriate transparency. If referrals involve contacting people by email, text or phone, the ePrivacy rules on electronic marketing also apply, generally requiring consent. Build both into the agreement. ## VAT and regulated sectors Irish VAT applies to referral services, standard rate currently 23 percent, administered by Revenue; a VAT-registered referrer charges VAT. Watch sector rules: in regulated areas such as financial services and credit intermediation, referral or introducer arrangements are restricted and may require authorisation or disclosure to the customer. Confirm the sector position before paying for introductions. ## Key clauses in an Irish referral agreement - Nature of the relationship: introductions only, no agency and no authority to bind.

• Qualifying referral: what counts as a referral that earns a fee.
• Fee and trigger: the amount or percentage and when it is earned.
• VAT: treatment of the fee.
• Data protection and ePrivacy: lawful basis, transparency and consent for marketing contact.
• Exclusivity and term: whether the referrer may refer to competitors, and duration.
• Non-circumvention: protection so a referred customer earns the fee.
• Regulated-sector compliance: warranties on any authorisation or disclosure needed.
• Governing law: Irish law and jurisdiction. ## A simple drafting skeleton 1. Parties and date

2. Nature of the relationship (introductions only)
3. Definition of a qualifying referral
4. Fee, trigger and payment
5. VAT treatment
6. Data protection and ePrivacy
7. Exclusivity (if any) and term
8. Non-circumvention
9. Regulated-sector compliance
10. Confidentiality
11. Governing law and jurisdiction
12. Signatures Give the most attention to the fee trigger and the data-protection basis, because those are where referral disputes and regulator issues arise. ## Common mistakes to avoid - Letting the referrer negotiate or bind the client, which can bring the agency regime into play.

• Sharing leads without a lawful basis, or contacting them without consent under ePrivacy.
• Leaving the fee trigger vague.
• Paying introducer fees in a regulated sector without checking authorisation and disclosure rules.
• Leaving VAT silent on the fee. ## Structuring the fee and protecting it Decide how the referrer is paid, a flat sum per qualifying referral or a share of the first contract or of revenue over a period, and define exactly when the fee is earned: on introduction, on a signed contract, or on payment received. Include clawback so a cancelled, refunded or unpaid deal does not leave a fee owing, and define any tail for ongoing commissions. A non-circumvention clause protects the referrer if the introduced customer later contracts directly. These terms, set out plainly, prevent the usual referral dispute over whether and when a fee fell due. ## Financial services and other regulated areas Ireland regulates introducer arrangements closely in parts of the economy. In financial services, insurance and credit intermediation, acting as an introducer can itself be a regulated activity or require specific disclosure to the customer, supervised by the Central Bank of Ireland. A referral programme in these areas needs more than a good contract; it needs a check that the referrer, and the arrangement, meet the sector rules. Where the sector is regulated, add warranties that the referrer holds any required authorisation and makes any required disclosures, and confirm the position before the programme launches. ## Keeping a contract portfolio under control One Irish referral programme is manageable by hand. A portfolio is not. The hard part is tracking which version is current, when each notice period runs, which clause carries risk, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking dates, 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 other jurisdictions architected but not yet at the same depth, so verify local depth before relying on it for Irish law. More at Adira. The law above stands on its own. ## Bottom line An Irish referral agreement should keep the referrer to introductions, define the fee trigger tightly, respect GDPR and ePrivacy on how leads are shared and contacted, charge the right VAT, and check sector rules in regulated areas such as financial services. Nail the fee trigger, and get Irish advice where a regulated sector is involved.