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The Regulations apply where the agent is self-employed and has ongoing authority to negotiate or conclude the sale or purchase of goods. They do not apply to agents of services, to employed agents, or to one-off transactions. If they apply, the agent has statutory rights to compensation or indemnity on termination, which cannot be contracted out of. Check carefully whether the arrangement falls within the Regulations' scope.

Actual authority is the authority the principal has expressly or impliedly given the agent. Apparent (or ostensible) authority is the authority a third party reasonably believes the agent has, based on representations by the principal. A principal can be bound by acts of an agent that exceed actual authority if apparent authority exists. The agreement should clearly define the agent's authority to reduce the risk of the principal being bound unexpectedly.

Under the Commercial Agents Regulations 1993, agents are entitled to minimum notice periods on termination: one month for each year of agency up to a maximum of three months. On termination (other than for the agent's default), the agent is entitled to either a lump-sum compensation reflecting the goodwill built up, or an indemnity capped at one year's average annual commission. These rights cannot be excluded.

Yes. An exclusive agency means the principal appoints only that agent in a defined territory or for defined goods or services. The principal may also be prevented from making direct sales in the exclusive territory without paying commission. Non-exclusive arrangements permit the principal to appoint multiple agents or deal directly. The scope of exclusivity should be precisely defined, as disputes over what it covers are common.

Under the Bribery Act 2010, a corporate principal commits an offence if an associated person (including an agent) bribes a third party to obtain or retain business for the principal, unless the principal has adequate anti-bribery procedures. The agreement should include a warranty that the agent does not make improper payments, an obligation to comply with the principal's anti-bribery policy, and a right for the principal to terminate immediately for breach of these provisions.

Where the agent processes personal data on behalf of the principal, UK GDPR requires a written data processing agreement covering the subject matter, duration, nature and purpose of processing, types of personal data, obligations on the processor, and the processor's duty not to engage sub-processors without consent. Failure to have this in place exposes both parties to ICO enforcement action.

The agreement should specify the commission rate (percentage or fixed sum), the transactions to which it applies, and the trigger for entitlement. Under the Commercial Agents Regulations 1993, commission becomes due when the principal executes the transaction, the third party performs, or the agent's act was the effective cause of the transaction. Paid commission must be accounted for regularly, and the agent has a right to inspect the principal's books.

The agency agreement is generally novated to the new owner of the principal's business if the parties agree. The Commercial Agents Regulations 1993 protect the agent's rights on such a change if it affects the agent's ability to perform or leads to termination. The agreement should include a change-of-control clause specifying whether it survives a sale and any rights of either party to terminate in that event.