Business Introducer Agreement (apporteur d'affaires)

A commercial agent is an independent mandatary holding a permanent power to negotiate and, where applicable, conclude contracts in the name and on behalf of the principal (art. L134-1 of the Code de commerce, French Commercial Code). He benefits from a protective legal status and end-of-contract indemnity. The apporteur d'affaires (business introducer), by contrast, merely makes introductions with no power to bind the company; he does not benefit from this status and only receives a commission if the business is concluded.

Carrying out a business introducer activity on a habitual basis constitutes a commercial activity that in principle requires registration (auto-entrepreneur, SASU, EURL, etc.). For a one-off introduction, some consider it a civil activity. In case of doubt, it is advisable to regularize your status before starting to avoid any risk of undeclared work.

The commission is freely set between the parties. It is generally calculated as a percentage of the pre-tax turnover achieved with the introduced clients (first order, or all orders during a given period). The contract must specify the calculation base (amount excluding or including TVA/VAT), the rate, the moment it becomes due (actual payment by the client) and the payment deadline to the introducer.

If the contract provides for an exclusivity clause or a non-circumvention clause, the company incurs contractual liability and must compensate the introducer. Without such a clause, proof will be harder to establish. It is therefore essential to draft the remuneration clause carefully and include conditions for tracing the introduced business.