Broker Agreement Template (Gibraltar)

Updated on 22 August 2026

A broker agreement engages an intermediary to find and introduce business — customers, suppliers, counterparties, deals — for commission on what closes. The commercial idea is simple; everything difficult is in the detail. What counts as an introduction, when commission is earned, how long the broker keeps earning after the introduction, and what the broker is allowed to say and do on the way.

Gibraltar is a jurisdiction where the licensing question comes first. Insurance intermediaries — including brokers, managing general agents and managing general underwriters — must be licensed under Part 7 of the Financial Services Act 2019 before operating here, and Gibraltar has domesticated the EU insurance distribution rules on top of that. Separately, carrying on business at all requires a licence from the Office of Fair Trading under the Fair Trading Act 2023. An introducer contract that ignores both is an introducer contract that may be unenforceable in the activity that matters most.

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Broker Agreement

This Agreement is made on between (company number ) of (the “Company”), whose business is , and of (the “Broker”).

1. Appointment and Status

The Company appoints the Broker to identify and introduce potential customers, suppliers or counterparties for the business described below. The Broker acts as an independent contractor in its own name. It has no authority to negotiate in the Company's name, to make representations or warranties for the Company, or to enter into any commitment binding the Company, and shall not hold itself out as able to do so.

The parties record their intention that the Broker is an introducer and not a commercial agent: the Broker has no continuing authority to negotiate the sale or purchase of goods on the Company's behalf or to conclude transactions in the Company's name. If the role in practice changes, the parties will take advice on the position under Gibraltar law and, if necessary, replace this Agreement.

OptionalExclusive appointmentAppoint this broker as the only introducer for the scope and territory.

The appointment is non-exclusive. The Company may appoint other brokers and pursue opportunities directly, subject to the non-circumvention clause below.

2. Scope

Business to be introduced:
Territory or market:

OptionalRegulated financial activity excludedKeep this on unless the broker holds the relevant licence under the Financial Services Act 2019.

This Agreement does not cover, and the Broker shall not carry on, any activity requiring a licence or permission under the Financial Services Act 2019 — including insurance intermediation, arranging deals in investments, credit intermediation and mortgage introductions — unless the Broker holds the relevant licence and has told the Company so in writing. No commission is payable for any such activity.

3. Licences

OFT business licence:
GFSC licence or permission:

The Broker warrants that it holds every licence and permission its activity under this Agreement requires, including any business licence needed to carry on business in Gibraltar, that it will maintain them, and that it will tell the Company immediately if any is varied, suspended, withdrawn or under investigation. The Broker is responsible for its own regulatory compliance.

4. Registering an Introduction

An introduction counts under this Agreement only if registered as follows: , to . A registration shall name the party introduced, the contact person and the opportunity. The Company shall acknowledge each registration and shall say promptly if the party is already a customer, already in discussion, or already registered by another broker. Where two brokers register the same party, the earlier registered and acknowledged introduction takes priority.

5. Commission

Commission rate:: %
Calculated on:
Fixed fee, where used:
Earned when:
Paid within:: days of being earned

Commission is payable only on a transaction between the Company and a party whose introduction was registered under this Agreement. Nothing is payable on a transaction that does not complete, on amounts credited, refunded or written off as bad debt, or on taxes, carriage and insurance charges unless the commission base includes them. The Company shall provide a statement with each payment showing the transactions and the calculation; the Broker may query a statement within 60 days.

OptionalCommission on repeat businessPay commission on the introduced customer's later orders for a stated period.

Commission also applies to further orders placed by an introduced customer within months of that customer's first completed transaction, on the same basis.

6. Tail Period

If this Agreement ends, commission remains payable on transactions completed within months afterwards with a party whose introduction had been registered and acknowledged before the end date. Nothing is payable for parties introduced after the end date, and the tail does not extend the repeat-business period.

OptionalPre-approved expensesReimburse agreed travel and marketing costs on top of commission.

7. Conduct, Conflicts and Anti-bribery

The Broker shall not offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement.
The Broker confirms it is not a public official, is not owned or controlled by one, and has no relationship with a public official or with a customer's decision-maker that it has not disclosed in writing.
The Broker shall disclose any conflict of interest, including any commission or benefit received from the other side of a transaction, before making the introduction.
The Broker shall keep records of the work done to earn each commission and make them available to the Company on reasonable request.
The Broker shall not make misleading statements about the Company, its products or its capabilities.
Breach of this clause entitles the Company to terminate immediately and to withhold unpaid commission relating to the affected transaction.

8. Non-circumvention

The Company shall not structure or route a transaction so as to avoid commission that would otherwise be payable on a registered introduction, including by dealing through a group company or a nominee. The Broker shall not approach a party the Company has told it is already a customer or already registered to another broker.

9. Confidentiality and Data Protection

Each party shall keep the other's non-public information confidential, use it only for this Agreement, and continue to do so for months afterwards. Contact details and other personal data exchanged for an introduction shall be used only for that purpose, handled in accordance with Gibraltar data protection law, and deleted or returned on request after termination, except where a record must be kept to comply with law or to support a commission claim.

10. Term and Termination

This Agreement begins on the date above, runs for months and continues afterwards until terminated. Either party may terminate on days' written notice. Either party may terminate immediately if the other commits a material breach and fails to remedy it within days of written notice, becomes insolvent, or breaches the licensing or anti-bribery obligations above.

On termination the Broker shall stop making introductions and holding itself out as connected with the Company, and shall return or delete the Company's confidential information. The commission, tail, confidentiality, data protection and anti-bribery provisions survive.

11. Liability and Governing Law

Neither party is liable for indirect or consequential loss or loss of profit. Each party's total liability is limited to . That limit does not apply to unpaid commission properly due, to a breach of the anti-bribery or confidentiality provisions, or to fraud.

This Agreement is the entire agreement on its subject matter, may only be varied in writing signed by both parties, and is governed by the law of Gibraltar. The Broker may not assign or subcontract without the Company's written consent. The parties submit to the exclusive jurisdiction of the Supreme Court of Gibraltar.

For the Company

Date signed:

For the Broker

Date signed:

Licensing: Part 7 FSA 2019 and the OFT licence

Financial-services intermediation in Gibraltar is licensed. Insurance intermediaries must hold a Part 7 licence from the Gibraltar Financial Services Commission and comply with the domesticated insurance distribution requirements, and investment and other financial activities have their own permissions under the same Act. Paying a success fee to an unlicensed intermediary for regulated introductions is not a paperwork problem; it is a regulatory one for both sides.

This template therefore excludes regulated financial activity from scope unless the broker holds the relevant licence, asks for the licence details, and requires immediate notice if anything changes. It also asks for the broker's OFT business licence, because that is a separate requirement that applies to carrying on business here at all.

Broker or agent? Confirm the local position

In the European Union a commercial agent with continuing authority to negotiate the sale of goods in the principal's name attracts statutory compensation or an indemnity on termination that cannot be contracted out of. Whether an equivalent regime applies in Gibraltar, and in what form after withdrawal from the EU, is a question to confirm locally rather than assume in either direction — so this template does not assert an answer.

What it does instead is draft the relationship unambiguously as a brokerage: introductions only, in the broker's own name, no authority to bind, paid on results, with a recital recording that intention. If the intermediary will in fact negotiate in your name on a continuing basis, take advice on the local position before signing, and consider the commercial agency document instead.

Commission mechanics: register, trigger and tail

Three clauses decide every commission dispute. An introduction must be registered in writing and acknowledged, so there is a record of who brought whom. Commission should normally be earned when the principal has actually been paid, so a bad debt does not create a liability. And the tail — the period after termination during which a registered introduction still earns — needs a number.

The source template leaves the notice period, the tail and the cure period blank and describes the cure period as "a reasonable period". This version gives all three real defaults, and resolves competing claims by giving priority to the first registered introduction.

Anti-bribery, data and the small-jurisdiction reality

Success fees paid to intermediaries who open doors are the classic corruption risk pattern, and an introducer agreement without anti-bribery terms is carrying a risk nobody priced. This template takes a representation that the broker is not a public official and has no undisclosed connection with one, requires conflicts to be disclosed before an introduction rather than after, requires records of the work actually done, and makes breach an immediate termination event with forfeiture of unpaid commission.

Two more clauses earn their place. Passing contact details is the whole business of an introducer, so the agreement says who may hold that personal data under Gibraltar's data protection regime and what happens on termination. And in a jurisdiction this small, conflicts are common rather than exotic — the same intermediary may be talking to your competitor next week, which is exactly why the disclosure duty is drafted to bite before the introduction.

Clause-by-clause guide

Appointment and status: Appoints the broker as an introducer acting in its own name with no authority to bind the principal.
Not an agency: Records the parties' intention that this is a brokerage, and flags that the local agency position should be confirmed if the role changes.
Scope and exclusions: What will be introduced, and the exclusion of regulated financial activity unless the broker is licensed.
Licences: Part 7 FSA 2019 licence details where relevant, the OFT business licence, and notice of any change.
Registering an introduction: Written notification and acknowledgement, with first-registered priority.
Commission and trigger: Rate, basis and the point at which commission is earned — normally on the principal being paid.
Repeat business: Whether later orders from an introduced customer earn commission, and for how long.
Tail period: A defined number of months after termination during which registered introductions still earn.
Anti-bribery and conflicts: Public-official representation, conflict disclosure before introduction, and record-keeping.
Non-circumvention: Stops the principal routing around the broker to avoid commission on a registered introduction.
Confidentiality and data protection: Commercial information plus the personal data inherent in passing contacts.
Term and termination: Notice period, termination for material breach with a cure period, and immediate termination for licensing or bribery breaches.
Liability and governing law: A cap tied to commission, with carve-outs, and the Supreme Court of Gibraltar.

Gibraltar compliance checklist

Check the Part 7 licence for insurance intermediation
Insurance intermediaries including brokers, managing general agents and managing general underwriters must be licensed under Part 7 of the Financial Services Act 2019 before operating in Gibraltar, and the domesticated insurance distribution requirements apply on top.
Financial Services Act 2019
Verify the licence with the regulator, not the contract
Check the broker's permissions with the Gibraltar Financial Services Commission before the first introduction and again if the arrangement runs for years.
Gibraltar Financial Services Commission
Confirm the OFT business licence
Carrying on business in Gibraltar requires a licence from the Office of Fair Trading under the Fair Trading Act 2023. That applies to a local introducer regardless of financial-services status.
Office of Fair Trading Gibraltar
Confirm the local commercial agency position if the role is continuing
Whether a commercial agency regime with statutory termination compensation applies in Gibraltar, and in what form after EU withdrawal, should be confirmed locally rather than assumed. This template is drafted as a brokerage for that reason.
Include anti-bribery terms and do proportionate diligence
Success fees to intermediaries are a recognised corruption risk. Contract terms, a representation about connections to public officials, a conflicts-disclosure duty and records of work performed are the practical protections.
Handle the personal data in an introduction
Passing contact details engages Gibraltar's data protection regime. Say who may hold the data, for what purpose, and what happens on termination.
Give the tail and notice periods real numbers
Blanks in the tail, notice and cure clauses are simply gaps that will be argued about. Fill them in.

How to complete this agreement

Confirm this is a brokerage. Check that the intermediary will introduce only, act in its own name and have no authority to bind you.
Deal with licensing. Record the Part 7 licence where relevant and the OFT business licence, and keep the exclusion for regulated activity otherwise.
Set the appointment and scope. Enter the parties, whether the appointment is exclusive, the market and what will be introduced.
Set the commission mechanics. Enter the rate, basis, trigger, payment days, repeat-business position and tail in months.
Set term, notice and cure. Enter the initial term, the notice period and the cure period for a material breach.
Review and sign. Check the commission trigger and tail say what you intended, then download and sign.

Frequently asked questions

Does an introducer in Gibraltar need a licence?

Two separate questions. Carrying on business here requires a licence from the Office of Fair Trading under the Fair Trading Act 2023. And if the introductions concern insurance or other financial services, the intermediary needs the relevant licence under the Financial Services Act 2019 — insurance intermediaries must hold a Part 7 licence before operating. This template asks for both and excludes regulated activity unless the licence is held.

Can I pay a success fee for introducing insurance or investment business?

Only to a properly licensed intermediary. Insurance intermediation in Gibraltar requires a Part 7 licence from the GFSC and compliance with the domesticated insurance distribution requirements; other financial activities have their own permissions. Paying an unlicensed introducer for regulated business is a regulatory problem for both sides, not a technicality.

Does Gibraltar give commercial agents termination compensation?

That is a question to confirm locally rather than assume, particularly after Gibraltar's withdrawal from the European Union, and this template deliberately does not assert an answer. What it does is draft the relationship clearly as a brokerage — introductions only, own name, no authority to bind — so the characterisation question has an answer on the face of the document. If your intermediary will negotiate in your name on a continuing basis, take advice first.

When is commission earned?

Whenever the contract says, and the safest trigger for the paying party is when it has actually received payment from the introduced customer, so a bad debt does not create a commission liability. This template uses that trigger by default and pays a stated number of days afterwards, with a statement showing the calculation.

What is a tail period and how long should it be?

It is the period after the agreement ends during which a transaction with a previously introduced party still earns commission, because deals take longer to close than agreements last. Six to twelve months suits most straightforward introductions. What matters is that it is a number tied to introductions registered in writing.

Why does a small-jurisdiction introducer agreement need conflict rules?

Because conflicts here are normal rather than exotic. The same intermediary may be talking to your competitor next month, and the same handful of decision-makers appear across many deals. That is why the disclosure duty in this template bites before the introduction is made, and why the broker has to keep records of what it actually did to earn each commission.

What stops the client going around the broker?

The non-circumvention clause, backed by the introduction register. If an introduction was registered and acknowledged, a transaction with that party during the term or the tail earns commission whether or not it went through the broker. Without the register, non-circumvention is very hard to enforce.

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Disclaimer

This template and guide are general information about Gibraltar practice, not legal, financial-services, licensing or tax advice, and nobody has reviewed your arrangement. Whether a licence is required, and whether any agency regime applies, depends on the facts and the current local position; take advice before signing.