Independent Introducer Agreement

Agreement version GDNA-II-2026-11-12-1 · Printable terms

1. Parties and appointment

This agreement is between GDNA Group Ltd (“GDNA”) and the individual or company named in the signed agreement (the “Introducer”). The appointment is non-exclusive. It takes effect only after GDNA completes its checks on identity and authority, approves the application and countersigns the version signed by the Introducer. An application is not an appointment.

2. Authority to act

The Introducer may submit opportunities to GDNA. The appointment does not authorise the Introducer to circulate vessel particulars, disclose a vessel's or principal's identity, approach a counterparty on GDNA's behalf, quote terms or bind GDNA. Each such step requires prior written authority for that transaction. The Introducer must keep non-public particulars confidential and observe any disclosure restrictions imposed by the principal.

3. Registration and protection

No named principal or confidential particulars are required at application. Registration opens only after the framework has been countersigned. The Introducer shall disclose the identity privately and only where entitled to do so.

The Introducer shall first describe the opportunity without identifying the principal. To register it, the Introducer shall supply the principal's full legal identity privately to GDNA and identify the proposed business. GDNA shall give its decision in writing within three business days of receiving the complete registration. An introduction is accepted only by express written confirmation; silence is not acceptance.

Protection runs for 12 months from written acceptance and applies to the principal and business identified in that acceptance. Registration does not confer a general right to commission on the principal's other business, or permission to approach the principal.

GDNA shall acknowledge receipt by email. If information is missing, GDNA shall identify it within three business days of receipt; the decision period starts when the missing information arrives. A rejection for prior contact or duplicate registration shall identify its basis and the date of the earlier record without disclosing another party's confidential information. An address-book entry alone does not establish prior involvement in the same business. Either party may refer a disputed decision under clause 10.

GDNA shall use a disclosed identity only to assess the registration until the parties sign the schedule. It shall not pass the lead to another broker or group company to avoid the Introducer's share. This restriction does not prevent GDNA pursuing the same business through a demonstrably independent source. Direct negotiation by GDNA or the principal does not cancel an accepted Introducer's rights under a signed schedule.

4. Transaction schedule

For each transaction the parties shall sign a schedule identifying the principal, the qualifying sale, fixture or recycling transaction, the permitted approaches and disclosures, and the commission arrangements. The schedule shall state which affiliates, repeat fixtures, substitutions, extensions or options are covered, how any shared introduction is allocated, and when payment and a commission statement are due.

Neither party is obliged to pursue a transaction. If they cannot agree a schedule, GDNA shall not use the introduction to pursue that business. The schedule must be signed before the Introducer is asked to approach the principal. An existing allocation cannot be reduced by adding another introducer without the affected Introducer's written agreement. Adding an affiliate or substitute vessel requires written agreement unless it is already expressly covered.

For a sale or recycling transaction, the schedule shall record what constitutes completion; for a charter, it shall identify the fixture and the commission-bearing hire or freight. A written statement of interest or an unsigned offer is not itself a qualifying transaction. If competing introducers claim the same business, GDNA shall not promise the same share twice. The disputed allocation must be resolved in writing; undisputed shares are not held back.

5. Commission

GDNA retains 65% and the Introducer is entitled to 35% of Net Commission. “Net Commission” means commission actually received by GDNA in cleared funds on a qualifying transaction, less only applicable VAT or sales tax included in the receipt, refunds actually paid, and documented third-party brokerage shares or direct transaction costs specifically agreed in the signed schedule. No general overhead may be deducted. No amount may be deducted twice.

The split is calculated once, after those deductions. If more than one introducer is engaged, their aggregate share remains 35%; they divide that share as set out in the schedule. The percentage applies to brokerage commission, not to the vessel price, charter hire or GDNA's general profits.

GDNA shall send a statement and pay the undisputed share within three business days after each qualifying cleared receipt. Each statement shall identify the transaction, receipt date, currency, deductions, Net Commission and the Introducer's share. Payment is in the currency received unless the schedule records another currency and conversion basis. On reasonable request GDNA shall provide redacted supporting evidence. A later refund may adjust only that transaction, in the same proportions, with a revised statement; no deduction may be made against an unrelated deal without written agreement. Each party bears its own overhead and taxes on its share. Any withholding required by law must be identified separately and evidenced.

No commission is advanced on an unpaid invoice. GDNA shall notify the Introducer of a material delay or dispute affecting collection and give reasonable updates on request. GDNA need not fund litigation to collect a debt. Neither party may divert or recharacterise a receipt to avoid payment.

6. Charter instalments and termination

Where GDNA receives commission in instalments, each cleared receipt is accounted for separately. No share is payable on hire merely invoiced or on an unexercised option. If a qualifying fixture is concluded within the protection period, expiry of that period or termination of the framework does not extinguish the Introducer's share of later commission GDNA receives on that fixture. The signed schedule shall specify the treatment of extensions, substitutions and other receipts after termination.

The framework term is 24 months from countersignature. Either party may end it on 14 days' written notice. Termination stops new registrations; it does not shorten the original 12-month window for an introduction already accepted. A qualifying sale, charter or recycling transaction concluded within that window remains commissionable on the terms of its signed schedule, including receipts after termination. Confidentiality, accounting, payment and dispute provisions survive to give effect to those rights.

7. Independent status

This appointment is not an offer of employment. After six months of successful engagement, GDNA may consider an individual for a suitable vacancy. Any appointment is at GDNA's discretion, subject to performance, the right to work and a separate employment contract. Six months' engagement does not create an entitlement to a role.

8. Confidentiality and compliance

Both parties shall restrict non-public information to those who need it for the agreed transaction or professional advice and are bound to protect it. This does not cover information already lawfully known, independently obtained or public without breach. A party may make a legally required disclosure, limiting it to what is required and notifying the other party where lawful. Neither party may use the other's name, logo or particulars in publicity without written permission.

Each party shall disclose relevant conflicts and comply with applicable sanctions, anti-bribery and data protection requirements. GDNA may pause a transaction for a specific compliance concern and shall explain the reason and update the Introducer where lawful. A pause does not forfeit accrued commission. An amount which cannot lawfully be paid shall be accounted for and released when lawful.

9. Execution, changes and notices

The company applicant signs through an authorised representative, on behalf of the company and not personally. Either applicant may withdraw by notice before countersignature. GDNA shall supply both parties with the same executed copy showing the parties, version and dates; a material change requires fresh signatures. An application receipt, automated message or unexecuted draft is not GDNA's acceptance.

Formal notices go to the notice email addresses recorded at execution. For these terms a business day is a day other than Saturday, Sunday or a bank holiday in England. A notice received after 17:00 London time is treated as received on the next business day; a delivery failure is not receipt. A schedule changes this framework only where it expressly identifies the variation and both parties sign it. Neither this application nor these terms replaces an existing agreement or pending negotiation.

10. Disputes

Either party may give written notice identifying the disputed registration, statement or payment. Authorised representatives shall review the records and seek to resolve the matter within ten business days. Undisputed amounts remain payable on time. This does not prevent urgent court relief. English law governs the agreement and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights that cannot be excluded.