onTerms Introducer and Referral Module v1.0 (Standard Terms, England & Wales)

onterms:introducer:1.0.0:EW · Status: v0.9 DRAFT. Not legal advice.

For commissionable, PASSIVE business introductions and referrals: a one-off qualified introduction from an Introducer to a Principal, with a bounded attribution window and an elected commission. This is the recommended-way pack, designed to pair with the channel module (onterms:channel:1.0.0:EW). Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary. The whole point of this pack is to keep the relationship on the safe side of the Commercial Agents (Council Directive) Regulations 1993: a passive Introduction, never an ongoing sales agency.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox. This module never runs against a consumer, and the Introducer is never engaged as an individual consumer.

1. The Introduction (passive only, no authority)

1.1 The Introducer makes a passive Introduction: it identifies a Prospect and puts the Principal and the Prospect in contact for the Principal to pursue. That is the whole of the Introducer's role. 1.2 No authority. The Introducer has no authority to negotiate any term, to conclude or vary any sale, to make any representation, warranty or commitment on the Principal's behalf, to set or quote prices, to receive money for the Principal, or to hold itself out as the Principal's agent. The Introducer is not the Principal's agent and is expressly not a commercial agent of the Principal (clause 6). 1.3 The Principal alone decides whether and on what terms to deal with the Prospect, runs its own diligence, and contracts with the Prospect directly. The Introducer does not warrant that any Prospect will transact.

2. Qualified Lead and attribution

2.1 Each Introduction is a single, qualified Introduction of a named Prospect: the Introducer provides the Prospect's identity and the agreed minimum qualifying details so the Principal can act on it. 2.2 Attribution. An Introduction is attributable to the Introducer only if, before the Introduction, the Prospect was not already in the Principal's pipeline or known to it for the same offering, and the Principal transacts with that Prospect within the elected attribution window running from the Introduction. 2.3 An Introduction outside the window, a Prospect the Principal can evidence it already held, and any duplicate Introduction of the same Prospect, are not attributable and carry no Commission. Attribution disputes resolve under the dispute module on the parties' contemporaneous records.

• introducer.attribution.windowDays · int 0 to 365 · 90

3. Commission

3.1 For each attributable Introduction the Principal pays the Introducer the elected Commission, on the elected model and trigger: a flat fee per attributable transaction, a percentage of the first-year value of the resulting contract, or a percentage of recurring revenue actually collected; the percentage is bounded (clause table). 3.2 Trigger. Commission accrues on the elected trigger: on the Prospect's signature, on the Prospect's first payment, or as the Principal collects revenue from the Prospect; revenue-based Commission is owed only on amounts actually collected, and is refunded or netted on refund, chargeback or clawback. 3.3 Commission is payable within the standard onTerms commercial payment window; overdue B2B debt carries interest under the Late Payment of Commercial Debts (Interest) Act 1998. Commission is exclusive of VAT. A Commission structure outside the elected models and bounds (for example a tiered or open-ended override, or any ongoing renewal commission untethered to a single Introduction) is a non-standard term that drops out to a human.

• introducer.commission.model · enum {flat_fee, pct_first_year_value, pct_recurring} · flat_fee
• introducer.commission.ratePct · int 0 to 50 · 10
• introducer.commission.trigger · enum {on_signature, on_first_payment, on_collected_revenue} · on_first_payment

4. Non-circumvention

4.1 During the term and for the elected non-circumvention tail after it, the Principal will not, to avoid Commission, deal with an attributable Prospect through a restructured route, a renamed entity, an Affiliate or a third party while withholding the Commission that would otherwise be due on that Prospect. 4.2 Non-circumvention is bounded to attributable Prospects and to the tail period; it is not a general non-compete and does not stop the Principal dealing with anyone it already held or sourced independently. An unbounded or perpetual non-circumvention, or one reaching beyond attributable Prospects, is a non-standard term that drops out to a human.

• introducer.nonCircumvention.tailMonths · int 0 to 24 · 12

5. Exclusivity

5.1 By default the arrangement is non-exclusive: each party may make or receive introductions to or from anyone, and the same Prospect introduced first by another route is not attributable here. 5.2 If exclusivity is elected, it is read down to what is reasonable to protect the Principal's legitimate interest for the term, and never converts the Introducer into a sales agent or grants it continuing authority (clause 6). Any exclusivity that would oblige the Introducer to develop the Principal's market, to canvass continuously, or to procure a minimum volume is a non-standard term that drops out to a human.

• introducer.exclusivity.enabled · bool · false

6. No ongoing sales authority (the CARs 1993 guard)

6.1 The arrangement is a passive Introduction only. The Introducer has no continuing authority to negotiate the sale or purchase of goods on the Principal's behalf, and no authority to negotiate and conclude such transactions in the Principal's name, and so is not a commercial agent within the meaning of the Commercial Agents (Council Directive) Regulations 1993. The parties do not intend, and this module does not create, a commercial-agency relationship. 6.2 Accordingly no termination indemnity or compensation under regulations 17 and 18 of those Regulations is engaged, because the predicate (a commercial agent) does not exist. 6.3 Drop-out. Anything resembling an ongoing sales-agency relationship, that is, conferring on the Introducer continuing authority to negotiate, to vary, or to conclude or sign transactions on the Principal's behalf, or any minimum-canvassing or market-development obligation, cannot be elected: it is a non-standard term that drops out to a human, precisely because it would risk triggering the Regulations' non-waivable termination compensation or indemnity. Nothing in this module purports to contract out of those Regulations where they would in fact apply (clause 9 overlays).

7. Regulated-product guard (financial and legal services)

7.1 Financial products. If the introduced product or service is a regulated financial product or activity, the FCA financial-promotion regime (section 21 FSMA 2000 and the Financial Promotion Order) and any appointed-representative requirements apply; this passive-introducer pack does not authorise the Introducer to make or approve a financial promotion. Such an Introduction is a non-standard term that drops out to a human. 7.2 Legal services. If the introduced service is legal services, the SRA rules on referrals and the LASPO 2012 referral-fee ban (notably for personal-injury matters) apply; a referral fee that those rules prohibit cannot be elected or paid. Such an Introduction is a non-standard term that drops out to a human. 7.3 These guards are floors set by Mandatory Law: no Election may switch them off, and where they bite the affected Introduction routes to a human rather than validating.

8. Data protection

Any Processing of personal data in an Introduction (the Prospect's contact and qualifying details) is governed by onDPA (incorporated by reference); the parties act as independent Controllers for their own Processing, and the Introducer warrants it has a lawful basis to pass the Prospect's details to the Principal.

9. Term, termination and liability (CORE)

9.1 Term and termination per CORE for the elected term; either party may terminate for uncured material breach. On termination, Commission already accrued on attributable Prospects remains payable, and the non-circumvention tail (clause 4) survives for the elected period. 9.2 Liability, CORE architecture, fee-scaled [fix X-1/X-3]. General cap = the greater of (a) the elected multiple x the Commission paid and payable under this arrangement and (b) the monetary floor. The monetary floor is one-directional: it raises the cap only on claims brought by the small party (typically the Introducer); it is never that party's own exposure ceiling, whose exposure tracks the multiple x Commission. 3x super-cap for data and security; fixed uncapped carve-outs (death or personal injury by negligence, fraud, the IP indemnity, breach of confidentiality, and the payment obligation); consequential loss excluded both ways. 9.3 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

• introducer.term.months · int 1 to 36 · 12
• introducer.liability.capMultiple · enum {1, 1.5, 2, 3} · 1

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

Passive Introduction only, no authority to negotiate, conclude or bind, and no holding-out as agent; the Introducer is expressly not a commercial agent, and any ongoing sales-agency relationship (continuing authority to negotiate or conclude on the Principal's behalf, or minimum-canvassing or market-development obligations) is a non-standard term that drops out to a human, because the Commercial Agents (Council Directive) Regulations 1993 termination compensation and indemnity (regs 17 to 18) are non-waivable where the Regulations in fact apply, and this module does not purport to contract out of them; regulated-product guards are Mandatory-Law floors (FCA financial-promotion regime for financial products; SRA rules and the LASPO 2012 referral-fee ban for legal services and personal-injury referrals), and a guarded Introduction routes to a human; non-circumvention is bounded to attributable Prospects and the elected tail (no general non-compete); CRTPA 1999 excluded; death or personal injury and fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor (raises the small party's claim cap, never its exposure ceiling); uncapped carve-outs (IP indemnity, confidentiality, payment); Late Payment Act applies; governing law E&W default; composes with CORE, onDPA and the dispute module.