Terms of business

Scotland

(England & Wales version below)

Quality service

In all our dealings with you we aim to provide a high quality professional service, to find out what you want and achieve it in a commercial and effective manner. We aim to work quickly and we hope you find us friendly and approachable. We hope you will think our fee represents good value for money.

Contacting us

Most of the people dealing with your work have direct phone and fax lines and a voicemail facility on which you can leave a message at any time. All our lawyers can be contacted by e-mail. We may also be available to meet with you outwith normal hours by prior appointment.

How long will it take?

The nature of legal work often makes it difficult to estimate precisely how long something will take to complete. When we discuss your requirements at the outset we will also discuss time scales. We do attempt to meet these - even to beat them - and always deal with everything as quickly and efficiently as possible. Please remember that quite often the speed at which work can be completed is affected by the help that we receive from other people and the parties on the other side of transactions.

Law Society of Scotland

We are members of The Law Society of Scotland and subject to its Professional Rules.

Your work

It is very important that you are kept well informed about the progress of your work. We will advise you at regular intervals regarding progress and keep you informed of all significant developments. Unless we hear from you to the contrary we shall assume that we may, if appropriate, contact you by email – we make no guarantee regarding the confidentiality or otherwise of email communication. If you are uncertain about what is happening at any time, please ask.

Who will do your work?

Our Partners play an active part in the management of your work. For each of our clients we designate a Principal Partner or Associate with overall responsibility for ensuring that you remain satisfied with our services. You will also be given the name of the person who will be dealing with your work on a day-to-day basis who may also be the Principal Partner or Associate. Other people may also help from time to time if they have special expertise that is required.

Responsibility and instructions

Unless we agree otherwise in writing, we shall assume that where we act for more than one person but only one of them tells us what to do, that person has the authority of the other(s) to do so. Where we do act for more than one person, each person for whom we do work is equally responsible for the instructions given to us and for payment of our fees and outlays in connection with that matter. If you do not understand what this means, please ask us to explain in more detail. We may require you to confirm certain material instructions in writing.

Fees

Fees will be charged on the basis of time expended on carrying out the work, by reference to an hourly rate and / or with reference to unit charges, They may also be calculated by reference to a scale of charges appropriate to the type of work involved or there may be a fixed figure agreed in advance.

Any item may be charged according to the number of units. Time spent charged in units is on the basis that 1 unit is equivalent to 6 minutes. The value of the unit reflects the hourly rate which may be adjusted by reference to the factors and circumstances described in this clause.

In particular, the following unit charges may be in any account or for part of an account where other charges are used including:

 a) Drawing

  • Deeds, documents intended to have contractual effect, court writs (other than simple debt recovery), court pleadings, affidavits, motions of substance, financial statements and accounts, inventories (other than inventories of writs) and relative schedules, memorials for opinion are all chargeable at 5 units per sheet (a sheet is 250 words or part thereof)
  • where a pro-forma document has been used and variables or standard clauses inserted, the rate for that part of the document will be 3 units per sheet
  • other papers to include transfers, minutes of meeting, statements, routine or straightforward motions, simple debt recovery court writs will be charged at 3 units per sheet. Intimations and certificates thereof will be charged at 1.25 units

 b) Time

  • Time spent conducting a trial, proof or formal debate hearing before a court including a tribunal, enquiry, licensing board or arbiter will be charged at 12 units per hour. All other time will be charged at 10 units per hour. Units of time are indivisible unless otherwise stated.

 c) Correspondence

  • Normal letters, faxes and e-mails and letters with cheques will be charged at 1.25 units per page. A ‘page’ is 125 words or part thereof Formal letters (i.e. acknowledgements/confirmatory letters) and circulars will be charged at 0.50 units. Letters of a similar nature (i.e. the same letter going to several people), for the 2nd and subsequent letter irrespective of length, the rate will be 0.50 units per page.

 d) Telephone calls

  • For the first 6 minutes or part thereof, 1 unit. Calls of over 6 minutes will be charged on a time basis. Formal telephone calls (acknowledging/confirming) will be charged at 0.50 units.

In addition:

 e) Copying - by any means

  • All copies made in the whole matter will be charged for at the rate of 20p per sheet.

 f) Posts and incidents

  • This charge will cover posts, telephone and fax calls and minor outlays. It will not normally exceed 5%. If a courier or other specified delivery service is used, their fee may be charged as an outlay.

The hourly rate upon which we charge fees for a particular matter is set out in a separate letter. We shall issue accounts either at the end of the matter or by way of interim accounts as the work progresses.

In assessing the level of fees we charge, we are permitted to take into account a number of important factors, including: the importance of the matter to you; the amount or value of any money or property involved; the complexity of the matter or the difficulty or novelty of the question raised; the skill, labour, specialised knowledge and responsibility involved on our part; the time expended; the length, number and importance of any documents or other papers prepared or perused; the place where and the circumstances in which the services or any part thereof are rendered, including the degree of expedition required. In light of these factors, it may be necessary to apply an uplift in fee. Should this occur, we shall intimate such an uplift to you.

We may require to be satisfied that you are able to pay us for the work you wish us to do. We are happy to tell you at any time what the fees are to date. Our fees are exclusive of VAT, posts, incidentals and travelling expenses.

Our hourly rates are subject to review from time to time. The new rates, which will be notified to you as soon as possible, will apply to work undertaken after the review date.

Litigation costs

Should you be involved in Litigation, whilst in the event of success the Court may award you expenses, these recoverable costs may not fully cover the fees, VAT, outlays and any other expenses that you have had to pay us. This is normal practice, and we will be happy to offer a more detailed explanation and the implications in advance of undertaking any work on your behalf in any such proceedings in which you may be involved.

Estimates

Any estimate we give is based on our experience in handling matters similar to the work you have asked us to do. However, no two matters are ever exactly the same and in some situations we may need to revise our original estimate. We will tell you as soon as we can if the work is more complicated or will take longer than we originally thought.

Deduction of fees and outlays at source

Where we receive sums which belong to you we shall be entitled to deduct from those sums all outstanding fees and outlays before sending you the balance. Any cash we invest on your behalf will be invested with the Firm’s Bank. This Bank, which may vary from time to time, pays the Firm a rate of interest. Such interest will be credited to you. We do not charge you for making such investments and keeping all necessary records relating to such investment transactions because the Firm is paid a commission on the sums we invest on your behalf.

Invoices

We will issue our fee invoice either at the end of the work or at regular intervals. Payment is due within fourteen days of presentation of our invoice. If not paid at this time we reserve the right to charge interest on the amount overdue at 4% over Bank of Scotland Base Rate. If you do not pay our account on time, we may stop working for you and charge you for the full amount of work we have done for you. We will be entitled to hold your title deeds, files or other papers until payment in full. Payment of our fees and outlays may be made by credit or debit card. For payment by credit card, an additional charge will be made to reflect the card issuer’s charges.

Extent of advice

Depending on what is involved, the work we undertake for you may require additional specialist advice, from, for example, surveyors, accountants, actuaries or other professionals and we may recommend that such advice ought to be sought. You will be responsible for their charges.

Property transactions

When you are selling property, we will deduct outstanding costs together with our fees from the sale proceeds on the date on which the sale is completed. In the event that there are no sale proceeds, the outstanding costs and fees will be payable prior to the date of the sale of the property. When you are buying property, fees and costs will be payable by you prior to the date on which you become the owner of the new property.

Costs paid on your behalf

Where expenses are paid by us for you we will require to be repaid by you within seven days of asking you. We reserve the right not to pay any expenses on your behalf unless you have paid them in advance. Provided that you have been told by us of the consequences of non-payment, we will not be liable to you for any penalties or other loss caused by the non-payment if you have not put us in funds to make payment on your behalf. Where we instruct certain third parties we sometimes have fee sharing arrangements in place with them. Where fee sharing occurs Aberdein Considine receives a percentage of the fee.

Records

At the end of the work and after we have been paid, we will return to you at your request any relevant documents or papers which belong to you. Our files are stored and thereafter destroyed in accordance with The Law Society of Scotland's guidance. If you have any particular requirements regarding the storage or destruction of your files please let us know and we will do our best to comply. We reserve the right to microfilm or store such records in any form.

Outstanding monies

You are entitled to change solicitors at any time but are responsible for the fees and any other outstanding payments due to us until the time of change. We are entitled to hold any title deeds, files or other papers until payment.

Companies

If you are a director of a company we shall, failing payment by the company, be entitled to payment from you personally of any sums in respect of our fees and other costs due by the company of which you are a director.

Investment business

We are authorised and regulated by the Financial Conduct Authority for investment business, and for the provision of mortgage and non-investment insurance business.

Limitation of liability

The total aggregate liability (including liability for interest) of Aberdein Considine, its Partners and employees, whether in contract or delict (including negligence or otherwise) to you arising from or in connection with the work carried out by us on your behalf shall not exceed the level of our professional indemnity insurance cover for the time being (currently twenty million pounds). Any liability shall be restricted to loss caused directly by the gross negligence or wilful default of Aberdein Considine, its Partners or employees. These limitations apply notwithstanding any express or implied term or condition of our letter of engagement but will not apply to any acts, omissions or representations which are criminal, dishonest or fraudulent on the part of Aberdein Considine.

Confidentiality

All the information relating to work undertaken on your behalf is kept confidential and will not be disclosed to third parties unless authorised by you or required by law.

Conflict of interest

In terms of the relevant regulations of The Law Society of Scotland we are unable to act for clients of the firm (except where they are related to one another) on different sides of any particular transaction unless (a) they are existing clients of the firm (b) the situation is explained to them in writing and (c) both give their approval. Where a conflict arises in such a situation either or both clients will be obliged to seek separate independent representation. Clearly we can never act in such situations where there is an inherent conflict e.g. Court matters or disputes.

Complaints

We always strive to provide a quality service to our clients. Our reputation is of paramount importance to us. Unfortunately from time to time and despite our best efforts things may go wrong. If you are unhappy with any aspect of the service provided to you, you should initially take the matter up with the person with whom you have been dealing. We treat every complaint very seriously and aim to resolve each complaint fairly and promptly. If you remain dissatisfied we would invite you to raise your concerns as follows:

Legal:
  • In writing with our Client Relations Partner. Your complaint will be handled in accordance with our Complaints policy a copy of which is available upon request. Please address your complaint to our Client Relations Partner, 5-9 Bon Accord Crescent, Aberdeen, AB11 6DN. Should we fail to resolve a complaint to your satisfaction you are entitled to refer it to the Scottish Legal Complaints Commission, The Stamp Office, 10-14 Waterloo Place, Edinburgh, EH1 3EG (www.scottishlegalcomplaints.com). If a complaint is to be made to the Scottish Legal Complaints Commission (hereinafter referred to as “the SLCC”) regarding service or conduct of the Solicitor you must contact the SLCC within 12 months of the service ending, or within 12 months of the date when you could reasonably have been made aware of the matter. If you make a complaint after the 12 month deadline has passed, it is unlikely that the SLCC will be able to consider the complaint unless there are exceptional circumstances. In the event you have a Handling complaint, you must contact the SLCC about this type of complaint within 6 months of the date on which the professional body wrote to you with their decision. If you contact the SLCC after this date the SLCC cannot consider your complaint.
Financial:
  • By contacting our Financial Services Partner. Your complaint will be handled in accordance with FCA rules. We have a written policy, available upon request, about how we do this. Should we fail to resolve a complaint to your satisfaction or if we fail to do so in eight weeks of receiving your complaint, you can also direct your complaint to the Financial Ombudsman Service, Exchange Tower, London, E14 9SR. Telephone: 0300 123 9 123 or at www.financial-ombudsman.org.uk If you choose to exercise your right to refer the complaint to the Financial Ombudsman Service you should do so within 6 months or your may lose that right.

Money laundering

We shall require to ask for proof of identity and for other information such as the source of any funds passing through our hands in connection with anti-Money Laundering procedures. We may also verify your identity using an online agency. There may be a small administration charge for this. We are obliged to comply with Law Society of Scotland Regulations and also the Money Laundering Regulations in force from time to time and Anti-terrorism matters including the Proceeds of Crime Act 2002. Under certain circumstances we may be obliged to disclose information regarding clients’ transactions to the relevant authorities where such information suggests or tends to suggest that a client has been involved in actual or attempted money laundering or actual or intended terrorist activities. We recognise and fully uphold the principles of the Bribery Act 2010 and we adopt a zero tolerance policy in respect of any corrupt activity contemplated by the Bribery Act 2010.

Data Protection Act

For the purposes of data protection legislation, please note that by instructing us you accept and agree that personal information about you will be held on our computer system.

Whole agreement

These terms and conditions, together with any letter and/or schedule of costs accompanying them, constitute the whole agreement between us.

Acceptance of these terms of business

These terms of business (subject to the terms of any Letter of Engagement by us) shall govern our solicitor/client relationship with you unless we agree otherwise with you in writing or by email. In the absence of (i) any Letter of Engagement or (ii) an acceptance from you in writing or by email of any Letter of Engagement and/or these terms of business, it shall be assumed that by providing us with your instructions you accept the terms of these terms of business in full and we shall proceed only on this basis.

Governing law and jurisdiction

These terms of business and all obligations arising under or in connection herewith or the subject matter or formation hereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scots Law. The parties hereto irrevocably agree that Aberdeen Sheriff Court shall have exclusive jurisdiction to settle any dispute or claim that arises under or in connection with these terms of business or the subject matter or formation hereof (including non-contractual disputes or claims).

England & Wales

Aberdein Considine & Company is a Partnership established under the Law of Scotland with a Head Office situated at 5 – 9 Bon Accord Crescent. Aberdeen, AB11 6DN and having a place of business inter alia at 30 Cloth Market, Newcastle upon Tyne, NE1 1EE.

For the purposes of these Terms of Business, “us” or “we” or “the firm” relates to the said Partnership of “Aberdein Considine” and the expression “our Personnel” means our Partners and Employees.

We are authorised and regulated by the Solicitors Regulation Authority (SRA) which is the regulatory body of solicitors practicing in England and Wales. Our Registration Number is 628245.

We are members of and authorised by the Law Society of Scotland. A list of the Partners of the Firm is available on request. A list of the Partners of the Firm is also displayed at Head Office situated at 5 – 9 Bon Accord Crescent, Aberdeen, AB11 6DN and at 30 Cloth Market, Newcastle upon Tyne, NE1 1EE aforesaid. We abide by the professional practice standards set forth in the Standards of Conduct of Practice Rules for Solicitors laid down by the Law Society of Scotland. The standard of Conduct Practice Rules may be inspected by accessing the Law Society of Scotland website – www.lawscot.org.uk

We are authorised and regulated by the Financial Conduct Authority (FCA), 25 The North Colonnade, Canary Wharf, London, E14 5HS. Our Financial Services Registers number is 142693. Our permitted business is advising on and arranging pensions, savings and investment products, non-investment insurance contracts and mortgages. You can check this on the Financial Services Register by visiting the FCA’s website www.fca.org.uk/firms/systems-reporting/register or by contacting the FCA on 0800 111 6768.

These Terms of Business together with any letter which we may send you confirming your instructions (“Letter”) constitutes the contract between you and the firm.

These Terms and Conditions of Business and “You”

These are the Terms and Conditions of Business which will apply to the services which we provide to you as our client in relation to any matter on which you retain us, unless otherwise agreed.

When you instruct us to advise you on a new matter we shall normally send you a letter (a “Retainer Letter”) confirming your instructions, save where the instructions constitute repeat business. The terms of the Retainer Letter and these Terms and Conditions of Business will be incorporated in the contract between us (the “Retainer”) for that matter.

We shall normally indicate in the Retainer Letter, or separately in writing, the person or persons who are to be our clients for that matter. The expression “you” where used in clause 14 shall refer to each such person save that, in paragraph (b) of sub-clause 14.1 and in sub-clauses 14.2 and 14.3, it shall refer to all such persons collectively. Elsewhere in these Terms and Conditions of Business the expression shall mean each or all of such persons as the context requires.

In the event of any inconsistency between the Retainer Letter and these Terms and Conditions of Business, the Retainer Letter shall prevail.

Scope of our services

The services we provide in relation to any matter will be described in the Retainer Letter or will otherwise be agreed between us at the outset of the matter and may be varied by agreement during the course of the matter. Our services will not include advice on tax related issues or the tax implications of any issue or course of action unless (and then only to the extent that) this is expressly agreed at the commencement, or during the course, of a matter, all in terms of Clause 35 hereof.

Benefit of our services

Unless otherwise expressly agreed in writing our services are provided solely for the benefit of you as our client. We accept no responsibility to anyone else.

Your responsibilities

In order to carry out our services in a prompt, effective and professional manner, we shall require your full co-operation and assistance throughout the duration of our Retainer. This may, for example, include the provision of information and documentation requested by us, the safeguarding of any documents that are likely to be required for discovery, compliance with any applicable timescales or time limits and the provision of prompt instructions by you. Payment of any bill is required within 15 days of our sending the bill to you (see clause 9).

People responsible for your work

We shall notify you at the outset of the matter (normally in the Retainer Letter) of the Partner with ultimate responsibility for our work for you (the “Matter Partner”). You will also be notified of the person (if different from the Matter Partner) with day-to-day responsibility for our services. He or she may be assisted by others as the matter progresses. It may be necessary to involve other Partners or qualified staff in particular aspects of the work and we shall normally notify you if anyone is likely to become involved on a continuing basis and provide you with details of his/her hourly rates. Our team may include others such as trainee solicitors or paralegals.

We shall endeavour to avoid changing the principal fee-earners who are handling the matter but, if this cannot be avoided, we shall notify you promptly of the person or persons who will be handling your work and why the change was necessary.

Charges and expenses

Unless otherwise agreed, our fees will be calculated by reference to the time spent by each of our fee earners involved on the matter. Time spent on your affairs will include (but will not be limited to): meetings with you and others; any time spent travelling; considering, preparing and working on papers; internal consultations as between fee-earners relating to the matter; written and electronic correspondence; undertaking legal research; and making and receiving telephone calls. We shall normally notify you at the outset of the matter (generally in the Retainer Letter) of the current relevant hourly rates for the person or persons involved in your matter.

Routine letters are charged as 6 minute units of time. We charge for the time spent in making and taking telephone calls in 6 minute units and considering incoming letters in units of 3 minutes per page.

Our hourly rates are reviewed from time to time (generally annually on 1st November in each year) and we shall notify you of any increased rates. In addition, VAT, if applicable, is payable.

In addition to the time spent, we may take into account a number of other factors: these include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge that the matter requires and, if appropriate, the value of the property or subject matter involved. We normally expect these factors to be adequately covered by the hourly rates of which you will be notified. The rates may, however, be subject to an upwards revision, subject to your agreement.

We shall consult with you before incurring any fees and disbursements. We shall charge you for the reasonable expenses of travel, accommodation and meals whilst working on your behalf. VAT, if applicable, is payable on some of these disbursements and expenses.

Estimate of costs

Where possible, we shall provide you with an estimate of the likely overall costs in relation to a matter. Unless otherwise agreed by us in writing, any estimate or quotation of costs does not amount to a promise or agreement that we shall perform our services within a fixed time or for a fixed fee.

We shall notify you if any estimate of time and/or fees that we have given to you needs to be revised because unforeseen additional work becomes necessary or your requirements or other circumstances have changed or because of delays or unanticipated problems which are beyond our control.

If for any reason a matter does not proceed to completion, we shall charge you for work done and expenses incurred, unless otherwise agreed.

Billing arrangements

We may bill you monthly, unless otherwise agreed by us in writing. Each bill will state the period which it covers and will be a final bill for that period. If we incur (or anticipate incurring) any disbursements, we may send you a bill for those at any time.

We may from time to time require a payment to be made on account of our fees, costs and/or disbursements. If so, we may cease to carry out any further work and/or refrain from incurring any disbursement on your behalf until such time as the payment on account has been received by us in cleared funds.

Payment of any bill is due within 15 days of our sending the bill to you.

If you do not pay any bill within 15 days of our sending it to you, we may:-

  • charge interest on the outstanding amount of the bill in accordance with article 5 of the Solicitors’ (Non-Contentious) Remuneration Order 2009 until payment is made in full.
  • cease acting for you with immediate effect and retain documents and papers belonging to you, together with our own records.

We may at any time apply any sums held by us on your account against any outstanding amounts owed by you to us, whether or not the sums on account relate to any matter where there are outstanding amounts owed by you to us.

You are responsible for the payment of our costs in accordance with this clause, irrespective of whether you have agreed with any other person that they will bear or indemnify you against all or any part of our costs.

If you are a Company or a Limited Liability Partnership, failing payment of any fees, costs or disbursements by you for any reason, we shall be entitled to recover any such fees, costs and disbursements from any Director, Company Officer or duly authorised individual who is/has been providing instructions on behalf of the Company/Limited Liability Company.

This firm’s VAT number is 361171968.

Financial arrangements with clients

We do not accept cash. In certain agreed circumstances we may accept cash up to a limit of one thousand (£1,000) in any transaction.

If you deposit cash directly with our bank, we may charge you for any additional checks we decide are necessary to prove the source of the funds.

Where we pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.

The payment of interest on client money

We shall account to you for a sum in lieu of interest earned on your money in our general client account at the rate paid from time to time by this firm’s clearing bank on a higher rate instant access business deposit account. No tax will be deducted from such payments. We shall account to you for all interest earned on your money, which has been placed in a designated deposit account. Such payments may be paid gross or net of tax. We shall confirm whether they have been paid gross or net of tax when we account to you for the payments. You should declare the interest earned in your next tax return. We shall not pay interest on money held for the payment of a professional disbursement or if you provide your informed consent to our not paying a sum in lieu of interest. If you want more information about our policy concerning the payment of interest or about the applicable rate of interest payable on client money, please let us know.

Confidential information

Subject to any legal or professional requirements for the time being in force which are applicable to solicitors practising in England the following provisions shall apply.

We owe an overriding duty of confidentiality to all our clients and former clients and may in some circumstances owe a duty of confidentiality to other persons as well. Accordingly, you acknowledge that we shall not be required to disclose to you, or use on your behalf, any documents or information in our possession if to do so might be a breach of our duty of confidentiality.

Before accepting your instructions we shall endeavour to ascertain that there is no confidentiality risk which, in our professional judgment, would render it inappropriate for us to act for you. By confidentiality risk we mean a risk that relevant confidential information of one client might inadvertently be disclosed to another client.

If, having accepted instructions to act for you, a confidentiality risk arises or is subsequently discovered we must reserve the right to terminate the Retainer if, in our professional judgment, we consider that it would be inappropriate to continue to act for you.

You agree that we may disclose your confidential information if and to the extent that,

  • such disclosure is required or permitted by law; and/or
  • such disclosure is authorised by you; and/or
  • such disclosure is permitted by the professional rules applicable to solicitors practising in England; and/or
  • our insurers, solicitors appointed by our insurers, our brokers and/or other advisers request or require us to provide details of and/or documents in relation to any matter or matters on which we are acting or have acted for you; and/or
  • we instruct third party contractors and we use outsource resources in the course of our business. In these circumstances, we shall, if appropriate, obtain an agreement as to confidentiality from such third party. Some services, which we currently outsource are IT services and offsite storage of computer data, maintenance of office machines, telephone and call recording services, photocopying, accounts auditing, storage of clients’ completed files and shredding of confidential documents; and/or
  • the file is subject to an external quality audit; and/or
  • our work for you requires us to give information to third parties such as expert witnesses, other professional advisers and funders, including insurers; and/or
  • such disclosure is required to ensure compliance with statute and/or regulations and/or the provisions of the SRA Handbook and/or the requirements of the SRA.

Solicitors may be required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why, all in terms of Clause 33 hereof.

Conflicts of interest

Subject to any legal or professional requirements for the time being in force which are applicable to solicitors practising in England the following provisions shall apply.

Before accepting your instructions we shall endeavour to ascertain that there is no conflict of interest which, in our professional judgment, would render it inappropriate for us to act for you.

Having accepted instructions to act for you in respect of any matter we shall not knowingly act for any other client in respect of the same or a related matter unless you have agreed that we may do so. We shall, however, be free to act for any other client, whether generally or in respect of any unrelated matter, even though there is or may be a conflict between your interests (including in particular your commercial interests) and those of the other client, unless we, in our professional judgment, consider that it would be inappropriate so to act.

If, having accepted instructions to act for you, a conflict of interest arises or is subsequently discovered we must reserve the right to terminate the Retainer if, in our professional judgment, we consider that it would be inappropriate to continue to act for you.

None of the provisions in this clause 13 shall detract from the duty of confidentiality which we owe to you.

Limitations and exclusions of liability

Our Liability: Our aggregate liability for losses, damages, costs, claims and/or expenses (whether arising under contract, tort, delict, statute or otherwise) in relation to the work referred to in the Retainer Letter or any other piece of work (or series of connected pieces of work) done for you shall not exceed the sum stated in the Retainer Letter.

We shall have no liability for losses, damages, costs, claims and/or expenses which arise as a consequence (whether direct or otherwise) of:-

  • information provided by you and/or on your behalf being incomplete, inaccurate, illegible, out of sequence, misleading, missing, late or deficient in any respect whatsoever: and/or
  • any other failure attributable to you and/or a third party;

and you shall indemnify us, on demand, in respect of the same. We shall have no liability to you in respect of any indirect or consequential loss or damage (whether in the form of loss of profit or otherwise) howsoever arising. We shall have no liability to a third party for losses, damages, costs, claims and/or expenses which arise in connection with (whether directly or indirectly) services provided to you and you shall indemnify us on demand, in respect of the same.

Nothing in the preceding terms shall exclude or restrict any rights you may have in respect of fraud or fraudulent misrepresentation or operate to exclude or restrict liability in respect of breach of contract and/or negligence which results in death or personal injury and the preceding terms shall be subject to this condition. Similarly, nothing contained in the preceding terms will exclude or restrict our liability to the extent that the same cannot be excluded or restricted by law or the professional rules of the SRA.

By your acceptance (whether deemed or actual) of the Retainer Letter, you:-

  • agree not to make a claim against any other Party other than in respect of the services referred to in the Retainer Letter or in relation to any other piece of work (or series of connected pieces of work) done for you;
  • acknowledge and agree that any advice given to you by a member, employee, Partner or other agent of us is given on behalf of Aberdein Considine and not in his/her/their capacity as an individual; and
  • acknowledge and agree that no special duty is owed to you by a member, employee , Partner or other agent of us.

Liability insurance cover

Where you instruct us to advise you in connection with any potential liability on your part, you should ascertain (if appropriate, with the assistance of your brokers) whether you are (or may be) covered by any relevant insurance in respect of either your potential legal liability and/or legal costs and expenses. If so, you should inform us of this fact, notify the insurers of the possible claim as soon as practicable and advise them of our involvement.

Experts, consultants and other foreign lawyers

If we consider it necessary to engage on your behalf any consultant, expert or foreign lawyer in connection with any particular matter we shall normally consult you before making any appointment in order to discuss the person, firm or company to be appointed and the terms of their retainer.

We shall not be responsible for the services provided by any such consultant expert or foreign lawyer engaged on your behalf. You will be directly responsible for their fees and expenses.

We are not in a position to and will not advise you in relation to any aspects of the work we carry out for you relating to foreign jurisdictions. This includes circumstances where the matter relates to an overseas transaction but is subject to English law.

Copyright

Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, but the fee which you pay for our work permits you to make use of that material for the purposes for which it was created.

Retention and storage of documents etc.

Subject to any agreement to the contrary, during the course of any matter we shall retain such documents (which expression includes anything in which information is recorded, whether on paper, electronically or otherwise) or copies thereof as in our professional judgment it is proper to retain, and for this purpose we may make or keep copies of such documents (whether in electronic or microfilm form or otherwise) and destroy other versions of those documents.

Subject to any agreement to the contrary, at the completion of a matter we shall,

  • at your request return to you any documents to which you are entitled,
  • otherwise retain such documents relating to the matter or copies thereof, as in our professional judgment it is proper to retain, and for this purpose we may make or keep copies of such documents (whether in electronic or microfilm form or otherwise) and destroy other versions of those documents,
  • at your request return to you any property (such as exhibits, models, etc) to which you are entitled, and otherwise retain such property as in our professional judgment it is proper to retain,

provided always that we shall not be obliged to keep such retained documents or property relating to your matter for more than six years after completion of the matter. After this time, unless we agree otherwise, we may then dispose of the documents and property without further reference to you.

If we receive a request from you within six years after completion of the matter we shall return any retained documents or property to which you are entitled.

We do not normally make a charge for retrieving retained documents or property in response to continuing or new instructions to act for you. We do, however, reserve the right to make a charge based on the time we spend on reading documents, writing letters or undertaking other work necessary to comply with the instructions. A charge will also be made for any safe custody storage.

You agree that we have the right to retain independent contractors to undertake storage of any documents or property relating to your matter, whether during the carrying out of the matter or after its completion and whether such documents or property be stored in safe custody or otherwise.

Electronic communications

E-mails and mobile telephones are potentially insecure channels of communication. Information communicated in this way may be intercepted and emails may be lost, amended, destroyed, delayed or unsafe to use. We take all reasonable steps to ensure that confidentiality is maintained in all our communications with you. However we shall not be liable for any loss or damage which you may suffer or incur as a result of using such communication channels (and, without prejudice to that generality, it is your responsibility to scan emails and attachments received from us for viruses). If you do not wish to use such channels of communication, please advise us accordingly. Please take particular care if receiving information about Bank Account details and verify directly with us in person or by telephone of any alterations to Bank Account details which purportedly came from us. Similarly you will have to advise us in person and in writing of any changes or alterations you may make to your own Bank Account details.

Email entering and leaving the Firm’s system may be subject to monitoring and recording for business and other lawful purposes.

We use an industry standard firewall containing virus protection but cannot guarantee that all communications will be secure or free from infection.

Termination

You may terminate your instructions to us in writing at any time but we shall be entitled to retain your papers and documents whilst there is money owing to us in respect of our charges and expenses.

We may decide to cease acting for you only with good reason; for example, if we are unable to obtain clear or proper instructions on how we are to proceed, if it is clear that you have lost confidence in the manner in which we are carrying out our work, if you do not pay our bill or comply with our request for payment on account, if you give us instructions which conflict with our rules of professional conduct, or if in our professional judgment we consider that it would be inappropriate to continue to act for you. Whenever possible, we shall give you reasonable notice of our intention to cease acting on your behalf.

If you or we decide that we shall no longer act for you, you agree to pay our outstanding charges and expenses, including those not yet billed.

Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you may have the right to withdraw, without charge, within fourteen working days of the date on which the Retainer comes into effect. However, if you request us to begin the performance of the services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation from the Retainer, in comparison with the full coverage of the Retainer. Your acceptance of these terms and conditions of business will amount to such a consent. If you seek to withdraw instructions, you should give notice by telephone, email or letter to the person named in these terms of business as being responsible for your work. The Regulations require us to inform you that the work involved is likely to take more than 30 days.

Publicity

We shall seek your consent prior to disclosing to third parties that you are or have been a client and that we are or have been acting for you on a matter.

The Financial Services and Markets Act 2000

The advice which we provide in respect of the Retainer is confined to legal advice unless otherwise stated by us. Nothing we say or do is intended or should be understood as advice to you or to anybody on the investment merits of acquiring or disposing of particular investments or as an invitation or inducement to engage in investment activities; nor do we act as brokers of investment transactions.

External audits

We are subject to audits by external auditors.

The external auditors are required to maintain confidentiality in relation to your files but if in an individual case you consider that a file may contain very sensitive information, or for other reasons you do not wish an individual file to be subject to audit, if an express request to that effect is made in writing the file will be excluded from the random selection procedure for external audit. If, for whatever reason, you do not wish a file to be subject to audit, please write to us requesting that the file be excluded from audits.

Authority to give instructions

Unless instructed otherwise, we shall assume that all your employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions. Further, if you retain us as agent for a third party, or purport to do so, you warrant that you have the authority of that third party so to retain us.

Raising queries or concerns with us

We are committed to high quality legal advice and client care. If you are unhappy about any aspect of the service you have received, or about the bill, please raise this with your matter partner. If that does not resolve the problem to your satisfaction, or if you would prefer, please refer the matter to Matt Wightman, our Client Care Partner, on 0191 607 8469, by post to our office or mwightman@acandco.com. We shall investigate and do what we reasonably can to resolve your complaint. Our Complaints Policy is available on request from Matt Wightman. If you are not satisfied with our handling of your complaint or if the complaints process is not completed within eight weeks, you may be able to ask the Legal Ombudsman to consider your complaint. The Legal Ombudsman’s contact details are:

PO Box 6806,

Wolverhampton,

WV1 9WJ,

Helpline: 03005550333

Email:enquiries@legalombudsman.org.uk

www.legalombudsman.org.uk

The Legal Ombudsman has time limits, in which complaints should normally be made. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint and within six years of the act or omission about which you are complaining (or if outside of this period, within three years of when you should reasonably have been aware of it). If these deadlines are not met, the Legal Ombudsman may refuse to deal with your complaint.

The Legal Ombudsman will consider complaints from members of the public, businesses defined as micro enterprises, charities or clubs with an annual income of less than £1 million, trustees of a trust with an asset value of less than £1 million and personal representatives or the residuary beneficiaries of an estate where a person with a complaint died before referring it to the Legal Ombudsman.

The Legal Ombudsman may not deal with a complaint about an invoice if you have applied to the Court for an assessment of that invoice.

We recognize that Alternative Dispute Resolution Regulations have implemented ADR/EDR Directive 2013/11/EU to promote alternative 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 Care Partner.

Severability

If any term of the Retainer, or any part of such term, is or becomes illegal, invalid or unenforceable in any respect, then the remainder of the Retainer will remain valid and enforceable.

Data Protection Act 1998

Aberdein Considine is registered as a data controller pursuant to the Data Protection Act 1998. Where, in connection with the provision of our services to you, we have received or obtained personal information (personal data) this will only be used for the provision of such services, for providing information about the services which we can provide, for updating and enhancing client records, for analysis to help us manage our practice, for statutory returns and for legal and regulatory compliance.

Under the Data Protection Act 1998, you may request details of personal information we hold about you. If you believe that any such information is incorrect or incomplete, please let us know. Any information that is found to be incorrect will be corrected promptly.

We may from time to time send you information which we think might be of interest to you. If you do not wish to receive that information, please notify our office in writing.

We may from time to time instruct others to perform services on our behalf. Where we do so, this may involve personal data we hold about you being passed to such third parties. We will only do this where it is necessary in connection with the provision of our services to you, and where we have sought agreement in advance from the third party service provider that they will comply with the Data Protection Act 1998 when handling your personal data.

Contracts (Rights of Third Parties) Act 1999

Unless expressly provided none of the terms of the Retainer shall be enforceable by any person who is not a party to it. Where, however, any term of the Retainer is enforceable by any person not a party to it that person’s right to enforce such term is subject to the provisions of clause 30. The parties to the Retainer may by agreement rescind or vary the Retainer without requiring the consent of any other person who, not being a party to the Retainer, may have any right to enforce any term thereof

Force majeure

We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.

Law and jurisdiction

The Retainer shall be subject to and governed by the Laws of England and Wales. Any dispute arising out of or in connection with the Retainer shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Our Professional Indemnity Insurance

Our compulsory layer of professional indemnity insurance is with the Law Society of Scotland Master Policy of Professional Indemnity Insurance, and it is provided by Royal and Sun Alliance Insurance plc and others. Details in respect of the Law Society of Scotland Policy of Professional Indemnity Insurance can be obtained from Marsh Limited, Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS, telephone 0131 311 4100. The SRA has granted a waiver of the SRA Indemnity Insurance Rules, rules 1 and 4, in respect of our premises in Newcastle upon Tyne on the basis that inter alia the alternative jurisdiction extension and the Scottish Master Policy extends to cover work from there.

The Solicitors Regulation Authority and the SRA’s Handbook

We are regulated by the Solicitors Regulation Authority, whose website is at www.sra.org.uk. The rules which govern the supply of legal services by lawyers are contained in the SRA Handbook and can be accessed from the home page of the SRA’s website.

Money Laundering

Money Laundering Regulations and Fighting Financial Crime: To enable us to comply with the Money Laundering Regulations 2007 we have to have on file evidence of identity. Please let us have your passport or driving licence and a recent gas, electricity, telephone bill, mortgage statement or Council Tax Demand which is not more than 3 months old. Please bring these in to any of our offices and a member of staff will be happy to copy them for you. Please note that each party must bring in the appropriate identification in person – it is NOT sufficient for identification to be supplied by someone other than the client in question. Similarly, when identification relates to a joint transaction both parties must attend our offices to provide their respective documents. One party cannot supply identification for both clients with the other party remaining absent.

If you are a Private Limited Company, we shall require to obtain a full Company profile from Companies House, which shall include details of the Company Name, the Company Number and the address of both the Registered Office and the business address. We shall require a copy of the Certificate of Incorporation.

In addition, we shall require the names of all Directors and beneficial owners and Persons with Significant Control, and sufficient evidence of identity as per this condition, together with evidence that the person providing instructions on behalf of the Company is duly authorised.

We will require to comply with the Terrorism Act 2000, Proceeds of Crime Act 2002, Money Laundering Regulations 2007 and Counter-Terrorism Act 2008 and we will require to source all funds remitted to us. We cannot act for you without being satisfied on these issues. We may not settle a transaction unless you timeously provide us with the relevant information requested. Please therefore respond to these requests immediately. We will not be liable for loss or delay if you do not co-operate. We will not accept any payments in cash in excess of one thousand pounds (£1,000) as this will have adverse safety and insurance implications for us. In addition we shall be required to report any suspicious activity to the National Crime Agency in terms of relevant legislation in terms of Clause 12.6 hereof.

Where funds are being received by us, either directly or indirectly, from a third party we shall require to obtain ID in respect of that third party in the same manner as if that third party was our client. In addition, we shall also require to source all funds remitted to us by the said third party. We will not be able to proceed with any transactions, or act for any party, where we are not satisfied in respect of any such third party payments. This matter may cause a delay in settlement and therefore you are urged to deal with any requests to support third party payments as a matter of urgency.

All formal identification and source of funds and wealth evidence will be retained by us indefinitely on file (both paper and electronic) as part of our audit checks.

If we have any reason to suspect that a transaction or funds involved in a transaction are an attempt to launder money, then we have a positive obligation to notify the National Crime Agency (NCA) of our suspicions. This duty overrides a solicitor’s duty to keep their clients’ affairs confidential. We have a duty of disclosure if our suspicion arises for any reason whether to not that reason is your failure to provide us with information. In any such event, and in most cases, we are not permitted to advise you that we have notified NCA of our suspicions. If we were to do so we would ourselves be committing a criminal offence.

You acknowledge, as a condition of the Retainer, our duty to make such disclosures we may at our discretion consider necessary or appropriate pursuant to the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007, any legislation subsequently amending or supplementing any of that legislation and any other legislation which places and obligation or a duty on solicitors to disclose information in circumstances where we have a reason to suspect that the transactions or funds involved are an attempt to launder money. For the avoidance of any doubt you can also acknowledge and agree, as a condition of the Retainer, that our duty of confidentiality to you is overridden by our duty to notify NCA if we have any reason to suspect that a transaction or finds involved in a transaction are an attempt to launder money.

It may be necessary for your matter to be considered by a solicitor other than the person with conduct of it for the purpose of consideration the application of money laundering legislation to your instructions. We may raise a fee in relation to this work at rates equivalent to those applying to the matter.

Environmental Matters

Please note that we were not qualified and therefore not able to comment on environmental matters and as such could not provide any advice relating thereto.

Taxation Implications

Almost any legal transactions whether of a private or business nature can affect the amount of tax or other government duties which you may have to pay in either the short or long term. However, we will not give tax advice. Consequently we shall not be responsible for any failure to offer tax advice or any incorrect opinion passed on a tax matter. Accordingly, if you wish to obtain a formal opinion on a tax matter you should seek advice from a specialist tax accountant.

Property and Other Transactions

When you are selling property, we will deduct outstanding costs together with our fees from the sale proceeds on the date in which the sale is completed. In the event that there are no sale proceeds, the outstanding costs and fees will be payable prior to the date of the sale of the property. When you are buying property, fees and costs will be payable by you prior to the date on which you become the owner of the new property.

If we hold any sums on your behalf following upon settlement of any commercial transaction, court action or any other matter, we shall be entitled to deduct from said sums any fees, costs and/or disbursements all in terms of Clause 9.5 hereof.

Application of these terms and amendments

These terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, shall apply to the services referred to in the Retainer Letter (if any) and all subsequent services which we provide to you.

From time to time, it may be necessary for us to amend or supersede these terms by new terms. Where this is the case, we shall notify you of the proposed changes and, unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that period.

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