Terms of Engagement

These Terms of Engagement apply to all work carried out by Macdonald Henderson Limited (“the Firm”) for our clients unless otherwise agreed in writing with you by a director of the Firm. If we have already commenced work on your matter then, unless you notify us immediately in writing to the contrary, you agree that these Terms of Engagement apply retrospectively from the start of our work for you.

DIRECTOR RESPONSIBILITY

A named director of the Firm shall have overall responsibility for your relationship with the Firm (“the Client Relations Director”). Your Client Relations Director will maintain an overview of your affairs and has ultimate responsibility for ensuring that your requirements are met. You should always feel free to contact your Client Relations Director, who is available to help whether or not personally involved in advising you on any particular matter. The Client Relations Director will not change without your prior agreement.

RESOURCES

We will give you:-

the name of the director with overall responsibility for your particular matter (“the Transaction Director”). You should note that this will not always be the Client Relations Director; and
the names of any other persons with day to day responsibility for the conduct of your work.

We reserve the right to make changes to the personnel dealing with your work, but shall endeavour to avoid this. We will ensure that you are provided with appropriately qualified personnel to deal with your work.

AUTHORITY TO ACT

In the absence of specific contrary instructions from you, we shall be entitled to assume that those who hold themselves out as having authority to instruct us do have such authority.

In particular, we shall be entitled to assume that:

If the client is a company, we may take instructions from any officer/director,
If the client is a partnership, we may take instructions from any partner; and
If there are joint clients (e.g. husband and wife or more than one individual shareholder), or more than one individual Executor or Trustee we may take instructions from either or any of them.

COMMUNICATION

In the absence of specific contrary instructions from you, we shall be entitled to communicate with you and with any relevant third parties (e.g. fellow advisers on your particular transaction or matter), and to take instructions from you, by telephone, post, facsimile, e-mail and any other form of electronic and/or internet communication.

We may require you to confirm oral instructions to us in writing or by e-mail.

SCOPE OF ENGAGEMENT

We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope of our engagement or your specific instructions. We may set out the scope of our engagement or your instructions in one or more separate letters or e-mails to you (“the Scope of Engagement Letter”). For the avoidance of doubt, we shall not advise on and accept no liability in relation to tax matters in any circumstances whatsoever and you will be expected to seek the advice of other professional advisers or persons in that regard where appropriate.

CLIENT TO PROVIDE INFORMATION

We request that you provide us, as speedily as possible, with all information and documentation which is relevant so that we are properly briefed and in a position to carry out your work, and any further information which we reasonably request. In providing us with information and/or when instructing us, you should not assume that we have knowledge of any relevant factual matters or background, even if the same information has been given to us previously in the course of a different engagement. We are entitled to rely on information provided by you or by third parties on your behalf as being complete, not misleading, accurate and current.

CONFIDENTIALITY AND LEGAL PRIVILEGE

If, on your authority, we are working with other professional advisers or persons, we will be entitled to assume that we may disclose any such confidential information to them.

We are often asked to provide information about our experience, including matters we have handled and clients for whom we act. We also issue publicity about particular transactions in which the Firm has acted. We may refer to you as our clients publicly, unless you specifically request us not to do so. However we may refer to your transactions and business only insofar as the information is in the public domain or otherwise with your agreement.

You acknowledge that e-mail and other modes of electronic and/or internet communication are not yet secure or error free communication channels and that information communicated in this way could be intercepted, lost or destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. You acknowledge that mobile telephone communications are not secure and that communications on a mobile phone are capable of being intercepted. You acknowledge that our e-mail and internet system may be subject to monitoring by us. We shall not be liable for any loss or damage which you may suffer or incur as a result of our proper use of any such communication channels. We will take all reasonable steps to ensure that confidentiality is maintained in all our mobile and land line communications, in e-mail or other electronic and/or internet communications with you. We will use all reasonable procedures to check for the then most commonly known viruses before sending information electronically. We will not use encryption technology or other additional security unless you advise us in writing that you wish us to do so, in which case you will reimburse us for any extra charges that we incur in complying with your request.

Although some of our advice to you may be covered by legal privilege, you should be aware that not all of our advice to you falls into this category. Your Client Relations Director will provide you with further details on request.

USE OF INFORMATION

We may obtain personal data from you when you become a client of the Firm and during our relationship. This may concern you personally or relate to other persons, such as (depending on the circumstances) your spouse, children, employees or agents.

Whenever you engage us to act for you in any matter or provide us with any information (including personal data), we shall use such information for the purposes of performing for you the legal services that you have requested we provide. We may also use the information you provide to us for administration and internal training purposes.

We may also disclose this information (including any personal data) to our professional advisers or other agents whom we use to perform certain functions on our behalf, for example to counsel, trade mark agents or companies’ agents. We will only provide an adviser or an agent with personal data you have given us if it is required by them in order to perform any duties we have asked them to undertake.

We will take all reasonable steps to ensure the security of all personal data held by us at any time. We observe the requirements of the General Data Protection Regulation 2016/679 (“the Regulations”) in respect of personal data held by us and have notified to the Information Commissioner (number Z9518855). In the event of any query which you may have relating to any personal data relating to you which we may hold, you should contact the Firm’s Managing Director. For further information on data protection generally, please visit the site of the Information Commissioner at www.informationcommissioner.gov.uk.

If, at any time during the course of your relationship with us, you provide us with any personal data relating to any third party, you will, prior to disclosing it to us, ensure that all consents required by the Regulations and related legislation have been obtained or, where such disclosure is otherwise permissible under the Act or related legislation, that the relevant requirements have been met. It is your sole responsibility to ensure that this information has been obtained in compliance with the Act and related legislation.

We respect your privacy and we are committed to protecting your personal data. Please see our privacy policy for details and information on how we look after your personal data, to tell you about your privacy rights and how the law protects you. Our privacy policy can be found on our website and can be provided to you upon request.

PROCEEDS OF CRIME ACT, MONEY LAUNDERING AND OTHER REPORTING

We are required by anti money laundering legislation to obtain proof of identity from clients for whom we act and also to identify any beneficial owner, where relevant. Accordingly, you will be asked to supply us and our third party supplier with the requisite information. Independent money laundering and identity verification checks will thereafter be carried out, using a third party provider. We will pass on the cost of such checks to you. Any failure or delay on your part to provide us with any requested documentation or information may mean that we cannot act for you or must cease acting for you or may impact adversely upon our ability to carry out your instructions in accordance with any previously agreed timetable.

The Firm has reporting obligations imposed on it under and in terms of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007, the Terrorism Act 2000 and related Statutory Instruments which, in certain circumstances, require disclosure of confidential information to the authorities. In such circumstances we may be prohibited from notifying our clients of such a report and we may require to cease to continue to do any work on the client matter until such time as we receive formal authorisation from the authorities to do so. We shall incur no liability to you for any loss, damages, penalties, interest, costs or charges which you may suffer or incur if we are so prohibited from acting, or delayed in continuing to act on your behalf.

We reserve the right not to handle any money or other funds on your behalf or on behalf of any third party if we are not satisfied with the source of the money or funds and, in particular, if the money or funds are not being paid to us from an account with a UK clearing bank. Please advise us without delay if you intend to transfer or arrange the transfer to us of any money or funds otherwise than from an account in your name with a UK clearing bank as we may not be able to complete any transaction or to conclude any proceedings on your behalf, and you may consequently suffer or incur loss, damages, penalties, costs, interest or charges if there is any delay in our accepting money or other funds on your behalf until we are satisfied with the source of the money or funds. We shall not be liable for any loss, damages, penalties, costs, interest or charges which you may so suffer or incur.

We reserve the right not to accept any payment sought to be made to us in cash.

ELECTRONIC ID VERIFICATION

In order to comply with our professional rules we undertake electronic verification of identity for each client. Providers may change from time to time and the check may disclose a footprint on your credit report. This should not affect your credit score. The cost of the search will be no more than £30 per person. We may share the electronic identity report with third parties if required to do so in order to progress your transaction.

USE AND PURPOSE OF ADVICE AND REPORTS

Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the matter on which we are advising you and for any purpose specified when giving the advice. You shall not provide such report or details of our advice to any third party without our prior consent. Irrespective of whether we give such consent, we shall assume no responsibility and have no liability to any third party to whom any advice or report is disclosed or otherwise made available, unless and to the extent otherwise expressly agreed in writing between us and such third party.

You shall retain responsibility for deciding on your use of and for implementation of our advice or recommendations and for choosing to what extent (if any) you wish to rely on that advice or those recommendations.

FREEDOM OF INFORMATION AND RE-USE OF INFORMATION

We acknowledge the requirements of the freedom of information and re-use of public sector information legislation applicable in the United Kingdom.

We understand that where you are a public authority (as defined in the relevant legislative provisions) and you are in receipt of a request for information, you may be required to disclose certain information in order to meet your obligations under this legislation, subject to the various exemptions available and which may apply. We recognise that it is possible that a request for information may relate to our tendering for work, our engagement by you or to work undertaken by us, our agents or any of our related businesses following our engagement in order to perform legal or other related services for you.

Where you are a public authority and receive a request for information which may result in the disclosure (in whole or in part) of any information relating to any matter which concerns us, you will, prior to making any such disclosure, notify us and use all reasonable endeavours to consult with us in sufficient time in advance of any applicable deadline, so that we may both consider with you and assist you in identifying what part (if any) of such information may be disclosed having regard to all relevant factors, including that such information may include personnel data, financial or commercially sensitive information, trade secrets, confidential, legally privileged or other information which may result in harm to our business, officers, employees, clients or other third parties were it to be disclosed.

We also understand that where you are a public authority (as defined in the relevant legislative provisions), you may receive a request for the re-use of certain information.

Please also be aware that documents and papers which we have prepared for, obtained or provided to you may be the subject of our copyright or other intellectual property rights, or those of our licensors. You are not permitted to use, copy or reproduce any such documents for any purpose other than the original purpose for which they were provided to you without first obtaining our prior consent or that of our relevant licensor, nor are you entitled to permit any other person to do so.

OWNERSHIP OF WORK PRODUCT/PAPERS

All work products, whether or not in writing, and all intellectual property rights and documentation (including working papers), developed by us during the course of the work carried out for you will be, and will remain, the sole and absolute property of the Firm. We may adapt, develop or use such work products for other clients and in other engagements. We may destroy or retain them without reference to you.

We will store title deeds and original signed documents for you by prior agreement, but we may charge you for such a service. If we intend to charge you for such a service, we will notify you in advance.

METHOD OF CHARGING

Our policy is to discuss and agree with you the basis on which we will charge a fee for work undertaken on your behalf at the outset of your matter.

Where we provide you with a fee estimate, this is an indication, made in good faith and on the basis of the information we have at the time the estimate is given, of our likely fee for carrying out the work concerned. An estimate is subject to revision and is not a commitment by us to carry out the work for that fee.

Where we provide you with a fee quotation, this is a proposal by us to carry out specific work for a stated fee. If you accept that proposal, then (subject to the other provisions of this document and the Scope of Engagement Letter), it becomes a commitment by us to carry out the instructed work for the fee quoted. The Scope of Engagement Letter containing the fee quotation will confirm the scope of the work we will commit to undertake for that fee and any assumptions or bases on which the quotation is given. If we are requested to carry out work in excess of that specified or we are required to carry out additional work to perform the specified work as a result of circumstances not disclosed to us, then our fees for that additional work will be charged at our then applicable standard hourly rates.

If no specific basis for charging is agreed with you in writing, then our charges will be based on the number of hours spent dealing with your matter (at our then applicable standard hourly rates) and may be adjusted to reflect the complexity, urgency, importance, responsibility, novelty or value of the work which has been done for you or the fact that the work has been done during unsocial hours to meet particular deadlines. Hourly rates vary according to the level of seniority of each lawyer involved in advising you and the expertise required. The hourly rate will vary between Director, Associate, Solicitor, Trainee and Paralegal, but as a guide, a Director will charge out at £300 per hour an Associate at £250 per hour, a Senior Solicitor/Solicitor at £220 per hour and a Paralegal and Trainee at £150 per hour, all exclusive of VAT.

All work dealing with the estate of deceased person(s) will be charged at a fixed rate of £300 per hour.

Our hourly charge-out rates are revised by the Firm from time to time. An increase in charge out rates may also arise as a result of promotion of the lawyers involved in your transactions or matter. The increased rates will apply automatically to work done for you after the effective date of the change and you will be notified in writing or by e-mail of such increase.

VALUE ADDED TAX (“VAT”)

VAT is charged at the current rate on all fees and on such outlays and expenses as bare it. Any fee estimate or fee quotation provided will be exclusive of VAT and outlays and expenses.

OUTLAYS AND EXPENSES

In appointing us to act on your behalf, you are also authorising us to incur on your behalf such outlays and expenses as we consider necessary, which you will be required to reimburse to us. You may place a limit on the amount of fees and/or outlays and expenses which may be incurred without your prior approval, provided that the limit is realistic. If you wish to do so, please tell us in writing.

The Firm will add to its charges the cost of outlays and expenses incurred on your behalf, such as counsel’s fees, search fees, registration/recording fees, stamp duty, stamp duty land tax, bank charges, currency exchange costs, couriers and other third party accounts, travelling, subsistence and accommodation and volume photocopying charges.

Where, after consultation with you, other professional advisers, such as counsel, experts or overseas lawyers are engaged by us, they will be so engaged by us as your agent and you will be responsible for their charges in addition to our own. Outlays and expenses may be invoiced to you as they arise and may be invoiced after a fee has been rendered.

Where we pay commission/marketing costs, this is an outlay payable by you however on some occasions we may reduce our standard fee to cover the cost of same.

PAYMENTS TO ACCOUNT

A payment to account covering counsel’s fees and all other material outlays may (and in litigation matters will) be sought. You will be asked to make the payment to account at the time you instruct us on the relevant matter. Thereafter outlays only fee notes will be issued as outlays and expenses are incurred.

We may also ask you, either at the outset of our work for you or as it progresses, to make a payment to us on account of our fees.

Any payments on account made by you would be held in a separate bank account and credited against our invoice(s) to you for the relevant fees and/or expenses and outlays.

INTERIM BILLS

The Firm may render its fee at the end of a matter or may render interim accounts, including at the end of each month for all work undertaken on your instructions within that month.

PAYMENT OF BILLS

Payment of fees, outlays and expenses is due forthwith after the date of invoice or at such other time (e.g. on completion of your matter) as may be specified in our Scope of Engagement Letter. If you wish to dispute any invoice, you should speak to the Transaction Director without delay. If fees, outlays and expenses are not paid forthwith, we will be entitled to charge interest on the sum overdue from the due date until payment at 8% above The Royal Bank of Scotland plc base rate.

You are responsible for our charges unless we have agreed otherwise in writing, even if:-

a Scope of Engagement Letter has not been issued or signed;
we have agreed to send the bill to a third party;
you are insured; or
someone else has agreed to pay your expenses, subject to our consent.

You are responsible for payment of our charges whether or not the matter proceeds to completion unless otherwise agreed in writing.

Where you and other(s) are joint clients, you will each be jointly and severally liable for our charges – i.e. we may recover the full amount of our fees, outlays and expenses from any of you, unless otherwise agreed in writing with you.

Payment of fees, outlays and expenses shall always be made in pounds sterling unless otherwise agreed in writing.

If any of our charges are overdue for payment, we reserve the right to suspend work and to retain documents and papers belonging to you, irrespective of the matter to which they relate, until all sums outstanding to us are paid.

We offer the facility to pay fees, outlays and expenses by debit card.

LIMITED COMPANIES

Where the client is a limited company the Firm acts on the basis that all directors of the limited company are liable jointly and severally for the fees and disbursements for all work carried out by the Firm on behalf of the company. This applies irrespective of when a director may be appointed to the company. Joint and several liability of the directors of the limited company will apply whilst a fee is outstanding to the Company for work carried out on behalf of the limited company, and whilst these Terms of Engagement apply, as aftermentioned. These provisions shall apply to the Directors mutatis mutandis where the client is a partnership or a limited liability partnership as the case may be.

CLIENTS’ MONEY

Any money belonging to you which is received by the Firm in the course of dealing with your matter and which is not required for fees or outlays, shall be either:

Held by us in accordance with the provisions of the applicable solicitors accounts rules (in which event any interest accruing thereon shall be accounted for to you in terms of these rules); or
If you so direct, remitted to you immediately on receipt thereof or otherwise applied as you may direct.

Any such funds held by us on your behalf will be deposited with banks within The Royal Bank of Scotland plc, our preferred service provider, unless we agree otherwise or you request otherwise in writing or by e-mail. Should you request that we set up banking facilities on your behalf at a bank outside The Royal Bank of Scotland plc, we reserve the right to charge you for the administrative costs of so doing. We advise that the service available and costs associated with effecting transactions through banks outside The Royal Bank of Scotland plc may be considerably less efficient and more expensive than those available through our preferred service provider. We shall have no liability to you or any other party in respect of any loss or cost incurred (including without limitation losses as a result of delays) if you request that funds are deposited otherwise than with banks within The Royal Bank of Scotland plc.

The Financial Services Compensation Scheme applies a £75,000 compensation limit to each individual client. If you hold other personal monies within the same banking group as the monies which we deposit on your behalf in your client account with that banking group, the limit remains £75,000 compensation in total.

We shall have no liability to you or any other party (other than liability up to the minimum compulsory amounts required by the applicable rules on solicitors’ professional indemnity insurance at the relevant time, details of which we can provide to you on request) in respect of any loss or cost incurred in circumstances where any bank with whom your funds have been deposited by us on your behalf (including for the avoidance of doubt, any bank within The Royal Bank of Scotland plc) suffers any insolvency event or proceedings or failure in the circumstances envisaged by the Financial Services Compensation Scheme or otherwise fails to comply with any instruction to remit funds to a third party or return funds to you or delays before complying with any such instruction.

We make no charge for the collection of interest on clients’ deposits but we are entitled to retain interest or commission paid to us by our banks or third party service providers.

Any money belonging to you and received by the Firm in the course of our dealings with you which is not required for fees or disbursements shall be held by the Firm in accordance with the provisions of the Solicitors (Scotland) Accounts Rules. These funds are held with The Royal Bank of Scotland plc. Interest will be paid on these sums in accordance with the Solicitors (Scotland) Accounts Rules. Please note that the Firm participates in RBS Client’s Monies Services. The rate of interest is variable – with you and the Firm earning equal shares of any interest earned. Details of the rates of interest paid on clients’ money held in bank deposit accounts are available on request.

TRANSFER OF FUNDS

If you require us to transfer funds held on your behalf or to your order as part of a transaction or at the conclusion of a transaction, we shall require clear unambiguous written instructions in our hands no later than 24 hours prior to the proposed date and time of transfer. Unless such instructions clearly and unambiguously state otherwise, we shall make all transfer in pounds sterling. We will have no liability for any bank charges relating to the transfer nor for any loss you may incur as a result of currency exchange rate fluctuation. We are unable to give assurances as to the timing of the receipt of funds into the recipient’s bank account, but you should note that this may take a few days, particularly in the case of international transfers. If we have instructed the transfer in accordance with your instructions which have been given to us in the manner and by the time specified above, we shall have no liability to you or any other party in respect of loss or costs arising from any delay or error in respect of the transfer of funds.

BANK DETAILS

Our client account details are Macdonald Henderson Clients’ Account, The Royal Bank of Scotland plc, City Branch, Glasgow, Sort Code 83-07-06, Account Number 10306933. Please note that our bank details will NOT change during the course of our work.

LIMITATION OF LIABILITY

We shall incur no liability to you if we are unable to carry out your instructions as a result of any cause beyond our reasonable control. In such circumstances, we shall notify you as soon as reasonably practical in order that you can decide whether to terminate or amend our instructions.

The aggregate liability to you of the Firm, its directors, employees and agents (together “MH Persons”) in contract, delict or tort or under statute or otherwise, for any loss, damage, cost or expense suffered by you arising out of or in connection with each engagement on which you have instructed us (including any associated engagements ancillary to the primary matter), howsoever caused, including by our negligence, shall not exceed the amount (if any) specified in the relevant Scope of Engagement Letter or, if no amount is so specified, £2 million.

Subject to the overall limitation of liability as set out above, our liability to you shall also be limited to that proportion of the loss or damage (including interest and costs) suffered by you which is fair and reasonable after taking account of the contribution (if any) to the relevant loss or damage of you or of any other person(s) responsible and/or liable to you for such loss or damage. For the purpose of assessing such contribution, no account shall be taken of any limit on the amount of the liability, or waiver of all or part of the liability, of such person by any agreement made by you before or after the loss or damage occurred, nor of such person having ceased to exist or ceased to be liable.

In circumstances where you make a claim against us and we wish to claim contribution from a third party, but that third party’s liability to you has been excluded or limited thereby reducing the contribution we can recover from them, you will make an equal reduction in your claim against us. For this purpose “reduction” and “contribution” include a 100% reduction or contribution.

You shall not bring any claim personally against any individual officer, employee or agent of the Firm in respect of any loss or damage suffered by you arising out of the work carried out for you by us.

No MH Person shall have any liability to you for:

any loss of profit or revenue,
loss of business or business opportunity,
loss of anticipated savings or
loss of goodwill or injury to reputation
any special, indirect or consequential loss,

in each case whether or not reasonably foreseeable by the MH Person.

Any claim from you against the Firm in connection with work carried out by us for you must be made in writing within 3 years of the date on which you became aware, or ought reasonably to have become aware of circumstances giving rise to a potential claim against us.

We shall incur no liability to you for any loss or damage suffered by you arising from fraud, misrepresentation or withholding of information or inaccuracy of or omission from information, whether on your part or that of other sources of information relied on by us.

The benefit of the limitations and exclusions on liability set out or referred to in these Terms of Engagement shall be held by the Firm as agent and trustee for each MH Person.

The limitations and exclusions on liability set out or referred to in these Terms of Engagement shall not apply to any liability for death or personal injury caused by our negligence, liability arising as a result of fraud or fraudulent misrepresentation on our part or any other liability which cannot lawfully be excluded or limited.

THIRD PARTIES

If we engage others on your behalf (such as counsel, overseas lawyers and expert witnesses), whether in the UK or abroad, we will do so as your agent and we will not be responsible for any act or omission of those other persons.

The terms on which we agree to conduct your matter (whether or not contained in these Terms of Engagement) are not intended to be enforceable by anyone but the parties to that agreement.

Where you are using third parties to provide information, advice or other assistance in support of the services we are providing to you, you will be responsible for the management of such persons and their performance, including the timelines and quality of their input and work.

CONFLICT OF INTEREST

Our clients may include persons who operate in your area or a related area. We retain the right to act for these clients, subject to our professional duties in relation to conflict of interests and our obligations of confidentiality referred to in these Terms of Engagement.

FINANCIAL SERVICES AND MARKETS ACT 2000

Incidental Financial Business and Financial Promotions

The provision of our legal services may include incidental financial business. We will not provide services constituting incidental financial business unless we agree to do so in writing. “Incidental financial business” includes (1) insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts; (2) limited investment business services; and (3) limited mortgage mediation activity, but in each case only insofar as these are integral to the professional services which we are providing to you.

We do not conduct any such services on a stand alone basis. Our engagement does not, and will not, include giving you any advice on the merits of entering into any transaction relating to investments unless and to the extent that we agree in writing to give such advice as incidental financial business in relation to the provision of legal advice to you. Otherwise we will assume that you have taken, or will take, your own decision to negotiate or enter into any such transaction solely on the basis of your own evaluation of the merits of the transaction and any advice received from a person authorised under the Financial Services and Markets Act 2000 (“FSMA”) to give investment advice.

We will not communicate, either to you or on your behalf to any other person, any invitation or inducement to engage in investment activity unless that communication is exempt from, or otherwise not subject to, FSMA restrictions on financial promotions. Nothing we communicate to you or on your behalf is intended to be, or should be construed as, any such invitation or inducement unless that communication is exempt from, or otherwise not subject to, FSMA restrictions on financial promotions.

Scotland

The Firm is not authorised by the Financial Services Authority under the Financial Services and Markets Act 2000 nor are we regulated by the Financial Services Authority (“FSA”). We are licensed to carry on incidental financial business by the Law Society of Scotland under the Solicitors (Scotland) (Incidental Financial Business) Practice Rules 2004. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Law Society of Scotland. For further information on who to contact to make a complaint please see COMPLAINTS and REGULATION OF THE FIRM.

The Firm has Professional Indemnity Insurance under the Law Society of Scotland’s Master Policy. The current level of indemnity on the Master Policy is £2 million per claim. We are also covered by the Scottish Solicitors’ Guarantee Fund, which is a fund established by Section 43 of the Solicitors (Scotland) Act 1980 for the purposes of making grants in order to compensate persons who, in the opinion of the Council of the Law Society of Scotland, suffer pecuniary loss by the reason of dishonesty on the part of a Scottish solicitor in connection with the practice of the solicitor.

COMPLAINTS

We are keen to ensure that we provide a quality service to our clients. If you would like to discuss with us how our service could be improved or have any complaints regarding our services, please contact the Transaction Director in the first instance. If the matter is not resolved to your satisfaction, your comments should be referred to the Client Relations Director or, if the Client Relations Director is also the Transaction Director for the matter, to the Firm’s Managing Director. Ultimately you have redress to the appropriate regulatory body. Please see REGULATION OF THE FIRM.

REGULATION OF THE FIRM

The Firm is regulated by the Law Society of Scotland. The Law Society of Scotland is a designated body for the purposes of FSMA 2000. In Scotland you have a right to raise any concerns regarding our services with the Scottish Legal Complaints Commission (the “SLCC”), The Stamp Office, 10 -14 Waterloo Place, Edinburgh. EH1 3EG. Tel: 0131 201 2130.

The SLCC operates strict time limits for accepting complaints, which require complaints to be made within one year of the service ending or the conduct occurring. However, the SLCC will disregard any time it considers that the complainer was excusably unaware of their concerns.

If you would like to contact the appropriate regulatory body regarding the work undertaken on your behalf by the Firm, the Transaction Director or the Client Relations Director would be happy to advise you of the role and contact details of the relevant body in relation to your query.

We recognise that Alternative Dispute Resolution Regulations have implemented ADR/EDR Directive 2013/11/EU to promote alternative dispute resolution as a means of redress for consumers in relation to unsatisfactory services. We have however, chosen not to adopt an ADR process and if you have any concerns about the services you receive from this firm you should contact the firm’s Client Relations Director.

MAILING LISTS AND MARKETING

We will add your contact details (which, if you are a business, may include those of your directors, senior managers and other employees who provide us with instructions) to our marketing database, so that we can use this information to keep you informed about developments at the Firm and legal developments in areas that we consider may most affect you, and to send you invitations to seminars or other events we feel might be of interest to you. Sometimes we may need to hold data in relation to special dietary requirements which you (or your directors, senior managers or employees) may have or in relation to any relevant health issues, such as allergies or disabilities requiring special arrangements. This information shall only be used for relevant purposes, such as in relation to the organisation of seminars, events and access.

We will not release any personal data which you provide to us to any unrelated person or third parties for any marketing purposes without your prior consent.

Should you decide that you do not wish us to use any of your contact details in any of the ways referred to above at any time or wish us to amend or remove your contact details from our marketing database, please contact your Client Relations Director.

TERMINATION

Either of us may terminate our professional relationship in its entirety at any time by written notice given to the other.

In the event that you choose to terminate our professional relationship in its entirety you will pay us all fees and outlays and expenses incurred prior to such termination and due to the Firm in accordance with these Terms of Engagement and our Scope of Engagement Letter(s), together with any further fees and outlays and expenses reasonably incurred by us in connection with the transfer of your files to another solicitor instructed by you, upon payment of which we will deliver up all deeds and documents as you may require.

In the event that you choose to terminate our instructions to act on your behalf with respect to a particular matter, but to continue our instructions to act on your behalf in other matters, you will pay us all fees and outlays and expenses incurred prior to such termination on the relevant matter and so due to us together with, if applicable, any further fees and outlays and expenses reasonably incurred by us in connection with the transfer of our file(s) in respect of that matter to another solicitor instructed by you.

Any provisions of these Terms of Engagement and/or the Scope of Engagement Letter which by their nature extend beyond termination of our relationship or completion of the particular transaction or matter shall survive such termination or completion.

INVALIDITY

If any provision or part of any provision of these Terms of Engagement is, or becomes, invalid, illegal or unenforceable, that provision or part-provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and, if required to achieve that, the provision or part-provision shall to the appropriate extent be deemed not to form part of these Terms of Engagement. In such circumstances, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

ACCEPTANCE OF TERMS OF ENGAGEMENT

Unless we hear from you to the contrary within 3 working days of the date hereof we shall assume that you are content with the terms of our engagement with you and that you have accepted them in full. In any case, your continuing instructions to us will confirm your acceptance of these Terms of Engagement. If you are not prepared to accept these Terms of Engagement, please notify your Transaction Director or Client Relations Director in writing without delay. Unless otherwise agreed, these Terms of Engagement shall apply to any future instructions you may give to us.

APPLICABILITY TO MH PERSONS, SUCCESSORS & GROUP COMPANIES

Reference in these Terms of Engagement and in any Scope of Engagement Letter to “the Firm” “we”, “us” and “our” shall be deemed to include reference to all and any MH Persons (as defined in LIMITATION OF LIABILITY).

We shall be entitled to transfer our rights and/or our obligations under these Terms of Engagement and our Scope of Engagement Letter to any business which is a successor to or otherwise acquires our current business. Following any such transfers, references to the Firm and to MH Persons shall be construed accordingly by reference to such transferee business.

These terms apply to all companies which you control or, if you are a company forming part of a group, all companies in that group, where we are instructed to carry out work for such a company.

JURISDICTION

Any dispute arising out of the provision of services by us to you shall be subject to the exclusive jurisdiction of the Courts of Scotland. However we shall, in our sole discretion, be entitled to raise proceedings in any jurisdiction we deem appropriate.