Your professional obligations — a note for referral partners

This is not legal or ethical advice, and it is not a substitute for your own rulebook or your own body's helpline. It is a summary of the rules we have designed our referral programme around, written so that you can see why we ask for what we ask for, and so that nobody joins the programme and then finds it does not fit how their firm has to operate.

The short version: your body requires you to tell your client about the commission and get their written consent before you keep it. We have built the programme so that doing that is straightforward — and we will not pay commission unless you have.

1. Why this is not a formality

Until August 2025, there was a workable view that a commission disclosed to exist but not quantified was in a different and safer category than a wholly hidden one. That view came from Hurstanger Ltd v Wilson [2007] EWCA Civ 299.

The Supreme Court removed it. In Hopcraft v Close Brothers Ltd; Johnson v FirstRand Bank Ltd; Wrench v FirstRand Bank Ltd [2025] UKSC 33 (1 August 2025) the Court rejected the secret/half-secret distinction. Partial disclosure does not sanitise a commission. Wording that a commission "may be payable" is not enough. Only fully informed consent works — the fact, the amount, the duration, and the client's agreement that you keep it.

Two other points from the same case are worth knowing, because they explain why we are as insistent about this as we are:

A secret commission is held on constructive trust for the client (FHR European Ventures v Cedar Capital [2014] UKSC 45), so it is a trust breach in your hands, not a billing irregularity.
The payer is directly liable too. Following Salford Corporation v Lever, the client has cumulative remedies against both the recipient and the payer, and no dishonesty by the payer is required. In plain terms: if consent is not properly obtained, your client can come after us as well as you. That is why we verify rather than assume.

2. What your body actually requires

All the UK bodies derive their Codes from IESBA Section 330 — Fees and Other Types of Remuneration. Section 330 treats a commission received from a third party in connection with the sale of goods or services to a client as creating a self-interest threat to objectivity and to professional competence and due care. That is not an edge case — a commission from a software vendor is the illustrative example the Code itself uses.

CIOT / ATT put it most crisply, and their timing rule is the one we have adopted as the universal standard, because meeting it satisfies everyone at once. PRPG 8.3.1:

"Where a member gives advice to a client which, if acted upon, will result in a member receiving commission or other reward from a person other than the client, a member should inform the client of this fact as soon as appropriate but no later than at the time the advice is given, and inform them of the amount of the commission or reward which a member expects to receive."

PRPG 8.3.2 adds that you must be able to justify the advice by reasons other than the receipt of the commission — which is why our consent notice has a box asking you to write down why you are recommending the product. 8.3.5: how the commission is treated must be agreed with the client.

ICAEW is the most operationally demanding. Under ss.330.12 A1–330.14 A1 a firm must:

notify all relevant clients in writing of the amounts received;
obtain their written consent to retain the fee or commission; and
treat the amounts received as clients' money and bank them in a client account until you have permission to retain them.

Read the third one carefully, because it decides the shape of the whole programme. A £2.40 monthly payment received without prior client consent is client money. No practice wants to operate a client account for £2.40 a month. So advance consent, obtained before the introduction, is the only workable model for an ICAEW firm — which is exactly what our agreement requires. ICAEW does permit advance informed consent for unregulated activities through engagement letter wording that includes examples of likely commissions and amounts, but you must still separately disclose the actual amount once received. See ICAEW's own guidance, Referral fees & commissions: client consent is your responsibility (February 2024) and Commissions and fees: fully informed consent (January 2025) — the latter written in response to the motor-finance litigation and stating expressly that the principles apply to accountants.

ACCA members must comply with both the Code of Ethics and Conduct and the Designated Professional Body Regulations. A software referral is "other business" rather than an exempt regulated activity, so general advance consent is permitted provided examples of likely commissions are given in the engagement letter. Code s.310.17(a) makes written disclosure of referral fee or commission arrangements a safeguard; s.330.5 A2 recognises disclosure and advance agreement as addressing the self-interest threat. You still need written consent before retaining, records for at least six years, and annual reporting to the client of amounts actually received. (Note the contrast: under the DPB Regulations, for exempt regulated activities, general consent is expressly not sufficient — reg 3(7)(b).)

ICAS requires explicit written consent, and recognises three routes: advance general consent via the engagement letter with a specified range; specific consent for each commission; or post-event consent with the funds held in a client account meanwhile. For regulated activity it is case-by-case consent only.

AAT is IESBA-derived and follows the same structure. If you are AAT-licensed, treat the ICAEW-equivalent standard as your benchmark rather than assuming a more permissive rule.

The common denominator across all of them: the money is your client's until your client says otherwise.

3. What that means in practice, and what we do about it

What your body needs	How the programme provides it
Disclosure of the fact of commission, before the recommendation	Schedule 2 — the Client Disclosure and Consent Notice. We write it; you use it. Partners should not have to draft this, and an improvised version will be defective
Disclosure of the amount and the duration	Stated in the notice: 10%, £2.40 a month at today's price, first 12 months, £28.80 in total
The client's written consent to you retaining it	The signature block on the same notice
The client's option to have it rebated or declined	The second tick box on the notice. If your client chooses that, tell us and we will apply it as a discount to their subscription instead
Written notification of amounts actually received	The monthly partner statement. Itemised by customer: customer name, plan, gross subscription, rate, commission, cumulative total
Annual reporting to the client	The same statement. Take the twelve monthly lines for that client and send them the total
Records for six years	Keep your signed notices. We keep the statements and the consent confirmations
Advice justifiable without the commission	The "why we are recommending it" box on the notice. Write a real reason

4. The four things we ask of you

Give your client the Schedule 2 notice, signed, before you introduce them. Not after they subscribe.
Send the signed copy, or a signed confirmation, to contracts@pocketdocket.co.uk. No record, no commission — this is a condition of payment in the agreement, not a warranty, which means if it is missing no commission ever becomes due rather than us paying and then chasing you.
Keep your own copy for six years, and produce it within ten business days if we ask. We may ask up to twice a year.
Call it what it is. Do not describe it to your client as a discount, a rebate, an administration fee or a software support fee. It is a commission paid by us for an introduction, and it must be described that way.

5. Two things we will never ask of you

We will never ask for exclusivity. Your duty of objectivity requires you to be free to recommend whatever is right for your client, including a competitor. A clause restricting that would conflict with your Code and would be evidence, in any later dispute, that your recommendation was not independent. Here the legal answer and the ethical one are the same, and we are not going to ask.

We will never ask you to send us your client's details. Send your client our link instead. It is simpler for everyone: no disclosure of your client's information, no data-sharing paperwork, no conflict with your duty of confidentiality, and no question about whether we are allowed to email them. If you do want to pass details over, the agreement covers it — but it needs a second consent from your client and it is the harder road.

6. If the programme does not fit your firm

Some practices will conclude that the consent machinery is more trouble than £28.80 justifies, or that their own compliance function would rather they did not take commissions at all. That is a completely reasonable conclusion and we would rather you reached it now than half way through.

If so, tell us. We can operate the arrangement as a 10% discount to your client for their first 12 months instead, with nothing paid to you. Your client gets the benefit, you get the credit for having found it for them, and none of the machinery in this note applies to you at all.

You are responsible for your own compliance. Pocket Docket will not pay commission unless you have obtained your client's fully informed written consent first.

If anything here is unclear, ask us at partners@pocketdocket.co.uk — and for anything about your own obligations, your body's ethics helpline is free, confidential, and a far better answer than ours.

Version 1.0 · in force from 21 August 2026