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

A referral agreement in Singapore 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 there are sector rules, an anti-corruption risk if a fee is improper, and data and marketing rules to respect when you share leads. This guide sets out the Singapore law that matters, the key clauses, and a drafting skeleton. It is general information, not legal advice; take Singapore advice before signing a live deal. ## What is a referral agreement in Singapore? 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 Singapore? Singapore contract law is based on English common law, so there is no single referral statute. The agreement rests on general contract principles and is shaped by anti-corruption, sector, tax and data rules: - Prevention of Corruption Act. A referral fee is lawful commercial behaviour, but a payment made to induce someone to act improperly, for example an agent or employee steering business against their principal's interests for a secret kickback, can be an offence under the Prevention of Corruption Act. Keep fees transparent and tied to genuine introductions.

• Financial services. Referrals of regulated financial products engage the Monetary Authority of Singapore (MAS) regime, including the Financial Advisers Act, which restricts who may carry on and be paid for regulated activity. Confirm the position before any financial-product referral.
• Legal services. The legal profession restricts fee-sharing and referral arrangements, so a referral involving a law practice needs care under the Legal Profession Act framework.
• Tax. Referral commission is income and may attract Goods and Services Tax where the referrer is GST-registered. Payments to a non-resident referrer can attract withholding tax, so confirm the position.
• Data and marketing. Sharing a prospect's personal data engages the Personal Data Protection Act 2012 (PDPA), and marketing to introduced contacts by phone or message engages the Do Not Call provisions of the PDPA. ## Key clauses in a Singapore 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, GST and any withholding tax.
• Clawback: whether a fee is returned if the underlying deal falls through.
• Exclusivity: whether the referrer may introduce to competitors.
• Anti-corruption: a warranty against improper or secret payments, consistent with the Prevention of Corruption Act.
• Sector compliance: warranties that the arrangement is permitted, with MAS or Legal Profession Act points where relevant.
• Data and marketing: lawful handling of prospect data under the PDPA and the Do Not Call rules.
• No authority: confirm the referrer cannot bind the recipient.
• Term and termination: duration, notice, and survival of fees for referrals already made.
• Governing law and dispute resolution: Singapore law. ## When a referral fee becomes a problem For ordinary businesses, a transparent fee for a genuine introduction is standard and enforceable. The problems are a secret kickback that corrupts an agent or employee, a regulated financial-product referral paid to someone outside the MAS regime, or a fee that breaches legal-profession rules. Check the sector first, keep the fee open, and make sure the person being paid is allowed to be paid. ## 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, GST and withholding
5. Clawback and failed deals
6. Exclusivity (if any)
7. Anti-corruption warranty (Prevention of Corruption Act)
8. Sector compliance (MAS, Legal Profession Act where relevant)
9. Data protection and marketing (PDPA and Do Not Call)
10. No authority or partnership
11. Term and termination
12. Governing law and dispute resolution
13. Signatures ## Common mistakes to avoid - Paying a secret kickback that risks the Prevention of Corruption Act.

• Treating a regulated financial-product referral as an ordinary one and ignoring the MAS regime.
• Marketing to introduced contacts without checking the Do Not Call rules in the PDPA.
• Forgetting GST or withholding tax 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 regulated sectors, how 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 Singapore and other jurisdictions on its roadmap, so confirm local depth before relying on it for MAS or PDPA detail. More at Adira. The law above stands on its own. ## Bottom line A referral agreement in Singapore is straightforward for most businesses, built on common-law contract principles. Keep the fee transparent to avoid the Prevention of Corruption Act, check the MAS and legal-profession rules where they apply, handle GST and withholding, and respect the PDPA and Do Not Call rules when you share and market to leads. Take Singapore advice before signing a real deal.