Terms & Conditions

Introducer Terms and Conditions

Introduction

1 These Terms and Conditions apply to your registration as an Introducer of Leapfrog and form the basis of the legal relationship between you and Leapfrog.  If you feel that these Terms and Conditions do not accurately reflect your understanding of your role as Introducer or you do not understand any of the provisions then you should contact us before submitting your registration form.

Definitions

2 In these Terms and Condition certain words have specific meanings.  Where they do, they appear in bold text.  A list of the words is set out below.

"Case"
means a proposed transaction whereby a Client intends to purchase, sell remortgage or transfer equity in a property and which gives rise to a requirement for conveyancing services;

"Case Details"
means the information requested by the Leapfrog Portal and such other information as Leapfrog may request from time to time in order to decide if it wishes to accept the Case;
 
"Case Handler"
means a member of Leapfrog personnel notified to the Introducer as the case handler assigned by Leapfrog to a Qualifying Transaction;
 
"Client"
means  someone introduced /referred by the introducer 
 
"Confidential Information"
means any and all information (whether oral, written or in some other tangible or permanent form) disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") or that is otherwise obtained by the Receiving Party under or in connection with the subject matter of these Terms and Conditions and that is marked as confidential, by its nature is confidential or relates to the business or affairs of the Disclosing Party.  The existence and terms of each contract by which Leapfrog is engaged by a Client are the Confidential Information of Leapfrog;
   
"Consents"
means all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorisations required by law necessary to perform the activities contemplated by these Terms and Conditions;
 
"Introducer"
a person who is appointed as an introducer by Leapfrog;

"Introducer Conditions"
means the obligations set out in paragraph 7;

"Introducer Quote"
the quote provided to the Client by the Introducer consisting of the Wholesale Quote plus the Referral fee;

"Leapfrog/we/us/our"
means us

"Leapfrog Portal"
the portal made available to the Introducer at the Website in accordance with the Terms and Conditions of use of the Website https://www.leapfrogconveyancing.co.uk/terms_conditions.html and via which the Introducer may submit Case Details to Leapfrog;

"Qualifying Transaction"
means a Case which is accepted by Leapfrog in accordance with paragraph 4.5 and which proceeds to completion;

"Referral Fee"
means the amount of commission that the Introducer adds to the Wholesale Quote in respect of its services;

"Security Information"
means a user I.D and/or password;

"System"
means the online case tracking system;

"Website"
means www.leapfrogconveyancing.co.uk;

"Wholesale Quote"
the quote for the conveyancing services of HL Interactive required in respect of the Case;

"Working Day"
means Monday to Friday inclusive but excluding Bank and Public Holidays; and

"Working Hours"
means Monday to Friday 0900 hours to 1900 hours on a Working Day.

3 Appointment of Introducers

3.1 Following submission of your registration form, you shall receive an email from Leapfrog which shall inform you whether you have been appointed as an Introducer.  In the event that you are appointed as an Introducer, the remainder of these Terms and Conditions shall apply to you.

3.2 In no event are you appointed as an agent of Leapfrog. You shall make your status known to all Clients and potential Clients and shall not make any agreement, guarantee, representation or promise on behalf of Leapfrog, negotiate on behalf of Leapfrog, enter into any contract on behalf of Leapfrog or otherwise bind Leapfrog (or purport to do or indicate that you are entitled to do any such thing).

3.3 Leapfrog does not grant you any exclusivity in terms of the introduction of Clients or potential Clients and shall be free to find and approach Clients and potential Clients itself and appoint third parties to do so on its behalf.

3.4 You are not obliged to act as an Introducer exclusively for Leapfrog.

3.5 The parties are independent contractors and nothing contained in these Terms and Conditions shall create a relationship of employer and employee, principal and agent or partnership between the parties.

4 Introduction Process

4.1 Subject to your compliance with the Introducer Conditions, you shall be entitled to introduce Cases to Leapfrog by submitting the relevant Case Details in to the Leapfrog Portal.

4.2 In respect of each Case, the Leapfrog Portal will provide you with details of the Wholesale Quote and allow you to add the Referral Fee to create the Introducer Quote.  The Referral Fee is subject to a maximum of £500.

4.3 You shall still be entitled to receive a Referral Fee in the event that a remortgage comes with a free legal service.  In order for this to be the case, you must select the 'cashback' option with the relevant lender.  Should an Introducer Quote be acceptable to a Client, you shall be entitled to submit the Case for acceptance by Leapfrog via the Leapfrog Portal.

4.4 You will receive an email informing  you whether or not the Case has been accepted by Leapfrog.  In the event that it is accepted, Leapfrog will contact the Client directly and commence the provision of its conveyancing services.  For the avoidance of doubt, Leapfrog shall not be obliged to accept any Case.

5 Transactions

5.1 Subject to the consent of the Client in each case, Leapfrog shall provide you with:

5.1.1 the contact details of the applicable Case Handler who shall be your point of contact in respect of the Case;

5.1.2 access to the System so that you may monitor the progress of the Case.

5.2 In order to facilitate access to the System, you may be provided with Security Information.  You must keep such information confidential and not to disclose it or share it with anyone and you must notify Leapfrog immediately if you know or suspect that the Security Information has been compromised. 

6 Referral Fee

6.1 In consideration of the introduction of each Qualifying Transaction, Leapfrog shall pay you the applicable Referral Fee  in accordance with the terms of this paragraph 6.

6.2 Leapfrog shall pay an individual Referral Fee  to you immediately following completion of a Qualifying Transaction by cheque providing we have received a signed authority from our client.  Broker Fees  will be paid by  telegraphic transfer into your nominated bank account together with any referral  fee that may be payable.

6.3 If the Referral Fee is not paid by the due date for payment, you shall be entitled to charge interest on the overdue amount from the due date to the date of payment,  after judgment, accruing on a daily basis and compounded monthly at the rate of 2% above the base rate from time to time of the Bank of England.

7 Introducer Conditions

7.1 You must only introduce such Clients to Leapfrog  for  Remortgage and residential conveyancing matters that  are resident in the United Kingdom  and therefore governed by and construed with the law of England and Wales

7.2 You shall ensure that each Client has consented to the introduction before its details are provided to Leapfrog.

7.3 You shall use all reasonable endeavours to satisfy yourself as to the accuracy of the Case Details and Leapfrog accepts no liability in relation to the accuracy of such information.

7.4 You shall at all times comply with:

7.4.1 all applicable rules of law, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law;

7.4.2 any applicable codes of conduct, guidance, directions and/or best practice;

7.4.3 in so far as is relevant to your contractual position, the Law Society's Introduction and Referral Code; and

7.4.4 any reasonable instructions as we may issue to you from time to time.

7.5 You shall at all times act lawfully, honestly and in good faith and shall provide such reasonable assistance as may be necessary during any negotiation and/or agreement of a Case accepted by Leapfrog.

7.6 All of your activities in relation to your role as an Introducer shall be at your own discretion, risk and cost. You shall not be entitled to payment of any retainer, expenses or other sums, except for any Referral Fee due.

8 Warranties

8.1 Each party warrants that:

8.1.1 it has full capacity and authority and has all Consents necessary to enter into and to perform the activities contemplated by these Terms and Conditions; and

8.1.2 it will perform its obligations under these Terms and Conditions in good faith with reasonable care and skill.

8.2 Leapfrog shall use reasonable endeavours to ensure that the Leapfrog Portal and the System are available and may be accessed by you but Leapfrog does not warrant that the availability of, and access to, the Leapfrog Portal and/or the System will be uninterrupted or error free.

8.3 Except for the limited warranties set forth in paragraphs 8.1 and 8.2 above,   Leapfrog hereby excludes all other representations (other than fraudulent misrepresentations), warranties and conditions of any kind, whether oral or written, whether express, implied, statutory, or arising by statute, custom, course of dealing, trade usage or otherwise, with respect to the subject matter of these Terms and Conditions.

9 Confidentiality

9.1 The Receiving Party shall:

9.1.1 keep the Disclosing Party’s Confidential Information confidential;

9.1.2 not divulge the Disclosing Party’s Confidential Information to any third party except:

(a) for the purposes of carrying out its obligations under these Terms and Conditions, and shall procure that each such third party is aware of and complies with these obligations as to confidentiality; or

(b) without the prior written consent of the Disclosing Party.

9.2 The provisions of paragraph 9.1 shall not apply to any Confidential Information that the Receiving Party can show:

9.2.1 is in the public domain other than as a result of a breach of this agreement or any other obligations of confidentiality;

9.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto;

9.2.3 is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); or

9.2.4 was developed independently of and without reference to any confidential information disclosed by the disclosing party,

provided always that the Receiving Party shall give the disclosing party at least fourteen (14) days' prior written notice of its intention to rely upon any of these exceptions (or, in the case of paragraph 9.2.3, as much notice as is reasonable and lawful in the circumstances), such notice specifying details of the exceptions to be relied upon and the Confidential Information concerned.

10 Term and Termination

10.1 Your appointment as an Introducer may be terminated immediately at any time by either you or us upon written notice.

10.2 Each party's rights, liabilities and obligations under these Terms and Conditions shall cease on termination of your appointment as an Introducer, save that each party's accrued rights, liabilities and obligations and the rights, liabilities and obligations of each party that are expressly or by implication intended to come into force upon or, remain in force following, the termination of your appointment as an Introducer shall survive such termination.

10.3 On termination of your appointment as an Introducer:

10.3.1 you shall cease to refer Clients to Leapfrog;

10.3.2 subject to paragraph 10.3.3, each party shall return (or, on request, destroy) all of the other's Confidential Information in its possession or control;

10.3.3 each party may retain such of the other's Confidential Information as is required for the performance of any post-termination obligations until those obligations have been performed. Ownership of the client for financial services remains with the broker.

10.3.4 the provisions of paragraph 9 will remain in force without limit in time;

10.3.5 you shall continue to be entitled to receive a Referral Fee in respect of Cases accepted by Leapfrog prior to the date of termination.

11 Limitation of Liability

11.1 Leapfrog shall have no liability to you for any direct or indirect loss of:

11.1.1 profits;
11.1.2 goodwill;
11.1.3 anticipated savings;
11.1.4 business opportunity;
11.1.5 data or use of data;
11.1.6 injury to reputation;
11.1.7 third party losses;

or any indirect or consequential or special loss or damage regardless of the form of action suffered by you whether in contract, strict liability or tort (including negligence) and regardless of whether you knew or had reason to know of the possibility of the loss, injury or damage in question.

11.2 The limitations and exclusions of liability in paragraph 11.1 shall not apply to Leapfrog's liability:

11.2.1 for death or personal injury caused by its negligence;

11.2.2 for fraud or fraudulent misrepresentation; or

11.2.3 for any other liability that may not lawfully be excluded or limited under English law.

12 General

12.1 Leapfrog may make minor variations to these Terms and Conditions at any time by posting such variations on the Website.

12.2 You may not assign, transfer, mortgage, charge, sub-contract, sub-license or otherwise dispose of the whole or any part of your rights and/or obligations under these Terms and Conditions.

12.3 Any notice or formal communication given under these Terms and Conditions shall be given in writing and shall be delivered to the other party  by email or post.
12.4 Leapfrog: 
76 King Street
Manchester
M2 4NH

Introducer: The address given as part of the registration process,

by hand (or courier), in which case it shall be deemed to have been given at the time of delivery or by first class post, in which case it shall be deemed to have been given on the seventh day after posting.

12.5 Headings are included for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.  The words 'include', 'including' and 'includes' are to be construed without limitation.

12.6 The rights and remedies available to the parties under these Terms and Conditions shall not limit or exclude any other rights and/or remedies that either party may have against the other.

12.7 Any waiver, concession, or extra time given in connection with these Terms and Conditions must be given in writing to be binding, is limited to the specific circumstances in which it was given and does not otherwise affect the rights of either party.

12.8 The invalidity or unenforceability of any term of, or any right arising pursuant to these Terms and Conditions shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

12.9 These Terms and Conditions contain all the terms agreed by the parties relating to its subject matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this agreement except as set out in these Terms and Conditions. Each party acknowledges and accepts that, in accepting these Terms and Conditions, it has not relied upon any representation, undertaking or promise except as set out herein (although this does not limit or exclude either party's liability for fraudulent misrepresentation).

12.10 Nothing in these Terms and Conditions shall confer any right or benefit upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.11 These Terms and Conditions are governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.