Terms and Conditions of Panel Appointment

Note: This is the current version of our Terms and Conditions of Panel Appointment. Last Modified August 2025.

These terms and conditions (along with any other terms, policies and Order Forms referenced herein, which are incorporated into, and form an integral part hereof) (this “Agreement“) are entered into by Coadjute and the entity or person agreeing to this Agreement and as identified on the Order Form (“you” or “your”) and govern your participation in the Coadjute Conveyancer Panel. “Coadjute” means Coadjute Limited (registered in England with company number 11559616 and with registered office located at Unit 114a Business Design Centre, 52 Upper Street, London, United Kingdom, N1 0QH) and “we” or “us” means Coadjute.

This Agreement is effective on the Commencement Date as specified in the Order Form. If you are accepting on behalf of a company, you represent and warrant that (i) you have full legal authority to bind that company to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of that company, to this Agreement.

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. General

1.1. Your appointment to our conveyancing panel is subject to the terms of this Agreement. Your acceptance of instructions from us is on the basis that you accept this Agreement. All conveyancing services that you provide to clients introduced to you by us must be carried out in accordance with this Agreement, the written instructions that we give you, The Law Society’s Conveyancing Protocol, the Conveyancing Quality Scheme (CQS), the professional conduct rules as set out by the Council for Licensed Conveyancers (CLC) and all applicable Consumer Protection Regulations, or any alternative set of standard instructions to which we may subsequently subscribe.

2. Your Obligations

2.1. You agree to accept verified client instructions via the Coadjute platform and to deliver conveyancing services using the Coadjute digital tools as outlined in 2.2 and meeting the service levels outlined in clause 2.6 below.

2.2. The following services and digital tools are provided by us, and must be utilised by you in the delivery of your services without additional charges to the client or duplication of checks:

2.3. You must maintain access to the internet and be able to communicate with us using email. You must take reasonable steps to ensure that any computer equipment you use in connection with our services is secure from unauthorised access. You must back up information held on your computer system relating to our services at intervals of no more than one week.

2.4. To at all times maintain a current practising certificate/licence for all partners/directors and legally qualified fee earners free from conditions (other than general conditions relating to training and indemnity). If any such conditions are applied you must notify us immediately and provide certified copies of the relevant practising certificate. If we request, you must produce certified copies of any practising certificates to us.

2.5. To keep in force at all times appropriate professional indemnity insurance and, if we request, to produce a certified copy of the insurance policy to us together with evidence of payment of the last premium due under the policy.

2.6. When providing conveyancing services to Clients introduce by us to you, you agree to the following service levels and processes:

2.6.1. Acknowledge each referral within 1 business day;

2.6.2. Open and commence the case within 2 business days of instruction;

2.6.3. Share the compiled contract pack on the Coadjute platform within 3 business days of instruction;

2.6.4. Respond to client or agent queries within 1 business day;

2.6.5. Provide progress and milestone updates using the Coadjute platform;

2.6.6. Ensure legal work progresses in line with industry-standard timeframes;

2.7. To at all times comply with the provisions of the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018).

2.8. To indemnify us against all losses sustained by us and against all costs, claims, demands and liability arising out of any breach by you of your obligations including but not limited to payment of any referral fees as set out in clause 2.6.8 above, your data protection obligations as set out in clause 2.7 above and your confidentiality obligations as set out in clause 4 below.

2.9. Integration to your CMS is available as an optional professional services engagement and may incur additional costs. 

2.10. Pricing and Quotes. You are solely responsible for providing complete, accurate and up-to-date pricing information (including your legal fees, disbursements, third-party charges and applicable VAT) and any assumptions, exclusions or conditions on which a quote is based for display on the Platform. You must promptly update or withdraw any quote that becomes inaccurate. You acknowledge and agree that you remain ultimately liable to prospective clients and Clients for the accuracy and completeness of all quotes displayed or issued via the Platform in your name. We present such quotes as provided by you and do not calculate or verify them. Without limiting clause 2.8, you shall indemnify us for any losses, costs, claims, demands, damages and liabilities arising out of or in connection with any inaccuracy or omission in your pricing or quotes. We may remove or suspend any quote where we reasonably suspect it is inaccurate or non-compliant.

3. Third-Party Data

3.1. For the purposes of this clause 3, the term “Third-Party Data” means (a) any data (modelled or actual) relating to a property in the UK which may include property type, property style or attributes: no. of bedrooms, bathrooms, central heating, cloakrooms, conservatories floor area, living rooms, parking, tenure, year built, leasehold term, leasehold end year; (b) any data related to a natural person obtained through identification or verification checks; or (c) any data related to a property acquired through property searches; in each case as such Third-Party Data has been acquired by Coadjute from a third-party under license.

3.2. The Third-Party Data is provided to you by Coadjute on a non-exclusive, non-transferable, revocable license only for the purposes of facilitating, managing, and completing a specific property transaction (“Permitted Transaction”) in which you are the formally instructed conveyancer.

3.3. You agree that the licence granted in 3.2 above shall permit your use of the Third-Party Data solely and strictly to the extent necessary for the purposes of the Permitted Transaction and shall immediately terminate upon the completion of the Permitted Transaction.

3.4. You agree that you will:

3.4.1. not use the Third-Party Data for any other transaction, project, or commercial purpose;

3.4.2. not sub-licence, distribute, disclose, or otherwise make the Third-Party Data available to any third party;

3.4.3. implement and maintain appropriate safeguards to protect the confidentiality and integrity of the Third-Party Data and comply with all applicable laws and regulations in its handling and use of the Third-Party Data.

4. Referral Fees

4.1. In respect of each referral, you shall pay us a referral fee stipulated in the Order Form (the “Referral Fee”).

4.2. The Referral Fee shall become due and payable upon the completion of a Permitted Transaction.   Within 5 business days of the completion of a Permitted Transaction, you shall notify us and we shall issue an invoice for the Referral Fee. The Referral Fee shall be payable within 15 days of your receipt of the invoice.  Payment shall be made by bank transfer to the account as detailed in the invoice.

4.3. In accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (the “Act”), any Referral Fee not paid by the due date shall accrue interest at the statutory rate, along with a compensation claim as permitted by the Act.

5. Term and Termination

5.1. You may terminate your panel appointment with us, upon giving us not less than 30 days’ written notice.

5.2. Your panel appointment may be suspended or terminated by us at any time. Under no circumstances shall we be under any obligation to explain to you the reason for your suspension or termination. Your appointment shall in any event terminate automatically upon any one or more of the following events occurring:

5.2.1. you ceasing to carry on a business or trade as a solicitor/licensed conveyancer or your practice being dissolved or wound up whether voluntarily or compulsorily or any partner/director being presented with a bankruptcy petition or entering into any agreement or arrangement with creditors; or

5.2.2. you having an intervention agent or judicial factor appointed by the Solicitors Regulation Authority, Council for Licensed Conveyancers, Law Society or Scotland, Law Society or Northern Ireland or other regulator in respect of the practice or in respect or any matter on which instructions have been referred to you by us; and/or

5.2.3. any partner/director being charged with any criminal offence (other than an offence under the Road Traffic Acts).

6. Liability

6.1. We obtain AML, identity, property title and search data from independent third-party providers. While we exercise reasonable skill and care in sourcing and presenting this information, we cannot promise that third-party data will be complete, up to date or error-free. If any information we supply to you is inaccurate and you suffer direct loss as a result of reasonably relying on it, we accept responsibility for that loss in accordance with this Agreement. To the fullest extent permitted by law, we will not be liable for any indirect or consequential loss, or for any loss of profit, revenue, business, anticipated savings, goodwill or data (whether direct or indirect), even if foreseeable. Nothing in this clause excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded by law.

7. Confidentiality

All confidential, non-public information one party receives from the other in its performance of this Agreement that is marked “confidential” or that the other party knows, or reasonably should know, is confidential to such party, including software and information relating to clients and client data, products, pricing, fees, intellectual property, technical information, employees, officers, contractors and agents (“Confidential Information”), will be held in confidence and only be used strictly in accordance with this Agreement and not for any other purposes and will not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s representatives who are bound to substantially similar obligations of confidentiality and have a need to know. Each party will be responsible and liable for the acts and omissions of its representatives to the same extent as if performed by such party. In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorised disclosure or use as it uses to protect its own confidential information of a similar nature, which in no event shall be less than reasonable care. For the avoidance of doubt, information which (a) is in the public domain at the time of its disclosure by disclosing party or thereafter; (b) was properly in the receiving party’s possession prior to such disclosure by disclosing party; or (c) was disclosed to receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the other party subject to any confidentiality obligation, will not be considered Confidential Information. Notwithstanding the confidentiality obligations under this Agreement, the receiving party is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by the circumstances, the receiving party provides to disclosing party prior written notice of the intended disclosure to enable the disclosing party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at disclosing party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure if such disclosure is allowed under applicable law or regulation. Each party acknowledges that the disclosure of Confidential Information may cause irreparable injury to the party whose information is disclosed. Therefore, each party is, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to such party at law or in equity.

8. Other

8.1. We will review the terms of this Agreement, our digital processes and workflows and platform functionality from time to time and may vary them upon giving you not less than 14 days’ notice in writing. Where it is necessary to vary these items, we will provide you with a full copy of varied terms upon requests.

8.2. Any failure or neglect by us to enforce at any time any of this Agreement shall not be construed or deemed to be a waiver of our rights, nor in any way affect the validity of the whole or any part of this Agreement, nor prejudice our rights to take subsequent action.

8.3. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or constitute any party as the agent of another party.

8.4. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England.