Terms and Conditions of Business

TERMS AND CONDITIONS OF BUSINESS

1. 1. 1. This letter sets out the terms and conditions of business that apply to the work we are instructed to carry out on your behalf. It also sets out the charges for fees that we will make for carrying out that work.  The terms and conditions will apply unless there is a written agreement to the contrary.  The charges for fees will apply unless there is a written quotation issued by us and accepted by you in writing.
      2. Instructions may be given to us in writing or verbally. We may ask you to confirm in writing the terms of verbal instructions given to us.  If there is any change in your instructions you must notify us immediately.  If you wish anyone other than yourself to give us instructions or information we will require confirmation of this in writing.  We cannot act for two or more parties if they have conflicting interests.  Please advise us at the outset if you are aware of any potential conflicts which may arise.
      3. If you have any queries about the work we are instructed to undertake on your behalf you should discuss these with the fee earner dealing with the matter. If you have any concerns or quality issues that you would like to raise you should contact the partner in charge of the fee earner.  If matters cannot be resolved to your satisfaction and you wish to make a formal complaint this must be put in writing and addressed to the Client Relations Partner of Friels, Solicitors.  Like all Scottish Solicitors we are members of the Law Society of Scotland and subject to its professional rules at all times.  If you are still dissatisfied you are entitled to complain to the Scottish Legal Complaints Commission, 10-14 Waterloo Place, Edinburgh, EH1 3EG, Telephone Number: 0131 201 2130, email address: enquiries@scottishlegalcompliants.org.uk.  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 Manager.
      4. (a) The charges and fees for work carried out on your behalf are based our quote attached or on the Schedule of Charges attached hereto.  This rate applies to all work carried out by the fee earner on the matter on which you have instructed us.  It includes time spent at meetings, at court, on the telephone, drafting or revising letters, faxes, e-mails, deeds, or documents, carrying out research, preparation, instructing Counsel and experts and travel.  We reserve the right to increase an estimated fee, if the matter becomes protracted or complicated due to unforeseen events.  The hourly rate will not be increased without either your agreement or determination by the Auditor of the Royal Faculty of Procurators in Glasgow.  Our fees will include all professional, secretarial and administrative time.   All charges for fees are exclusive of all disbursements incurred by us on your behalf and are exclusive of Value Added Tax all of which are payable in addition to the fees charged.
         
         

         (b) Any accounting by us to you for funds due to you will be by a cheque drawn on our company’s client account.  Should any different method of settlement be required, this will require to be requested by you in writing at least five days before any proposed settlement in any transaction.  Such payment will require to be compliant with The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002 and subject to acceptable evidence to enable us to satisfy ourselves of this.   If we are not satisfied, then we will proceed to settle with you by means of a cheque drawn on our client account.

         For any payments to us, the funds must come from an account in your name by cheque or by a bank transfer to us from your own account. You must not deposit money into our account unless you are requested to do so by the solicitor acting for you.  If you do, there may be a possibility the money may not be able to be returned to you in certain circumstances and it may well cause a delay in any settlement of the transaction.We are unable to accept payments in cash of more than FIVE HUNDRED POUNDS (£500.00) STERLING either at our office or by direct credit to our Bank account.  We reserve the right not to accept any payments sought to be made to us in cash.

      5. We reserve the right to charge a fee for bank charges, registers charges and anti-money laundering creation of report charges which will be included in your final invoice with us.

      6. We reserve the right (a) to invoice you quarterly or at the end of the transaction or case, and any interim account will specify the period it covers (b) to request in advance, and payable within seven days of the request being made, a payment to account of fees and disbursements and if there is any delay in making that requested payment this may result in us not carrying out work until the payment is made (c) to deduct and pay from funds that we hold on your behalf any disbursements incurred by us on your behalf and any fees due to us.

      7. Subject to the reservation made in Clause 5 (b) above, all invoices must be paid within 14 days of the date of issue of the invoice.  If the invoice remains unpaid for more than 14 days, we reserve the right to charge interest on the unpaid sum at the rate of 4% per annum above the base rate charged from time to time by The Royal Bank of Scotland plc from the date payment is due until the date payment is made.

      8. If at the end of a transaction there is a credit balance on your account, where the address or contact details provided by you are found not to be current, then no further effort needs to be made to find a new contact detail for you before we can dispose of the balance on your account.

      9. If you instruct us to act for you in a litigation and are successful you may be entitled to recover an award of expenses from your opponent.   You however remain liable for payment of our fees and disbursements in full.  The amount you are entitled to recover from your opponent may not cover your liability to us.  This may be due to one of a number of reasons, for example the hourly rate charged by us may be greater than the hourly rate that is recoverable, or the cost of a portion of the work carried out is not something that you are entitled to recover from your opponent.

      10. If you consider our charges for fees to be too high you can ask that the fee be assessed , that is to be independently assessed, by the Auditor of the Royal Faculty of Procurators in Glasgow.  We will agree to that provided the invoice in dispute is paid by you in full and you also pay in full the fee that will be charged by the Auditor of the Royal Faculty of Procurators in Glasgow both prior to assessment taking place.  Any refund that may be due to you following the asessmentwill be paid by us within 14 days of the decision of the Auditor of the Royal Faculty of Procurators in Glasgow being issued.

      11. If you are entitled to have your legal aid fees and disbursements paid by your insurer, or your employer or another body of which you are a member, it is essential you notify us in writing of the fact when you first instruct us.  In the circumstances, we will require written confirmation from your insurer etc. concerned that they will pay your fees and disbursements before we can carry out work on your behalf.   It is your responsibility to verify the terms of any indemnity available to you and any limitations on liability that may apply.  We can only act for you in these circumstances to the extent authorised by the insurer etc. concerned unless you agree to accept personal liability for payment of all fees and disbursements charged by us.

      12. We will exercise due skill, care and diligence in carrying out the legal work identified in your instruction to us and agreed by us part of our remit.  We will not advise you on any detailed taxation aspects of any proposed course of action unless specifically instructed by you.

      13. The Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, impose on us statutory obligations to report to the appropriate authorities our suspicion that funds derive from the profits of Crime.  It is an offence for anyone to prejudice an investigation by “tipping off” a person who is the subject of suspicion or any third party that the person is suspected of money laundering.  There are also regulations which require us to verify your identity and residential address and it is a conditions of our accepting instructions from you that upon request you will provide us with evidence to verify your identity and residential address.  If we are not given satisfactory evidence we may be required to terminate your instructions to us.  We are also obliged under these regulations to retain records relating to you.

      14. All copyright in documents we produce is reserved to us.  Advice given and documents prepared are for your use only and may not be copied or used by any third party without our express written consent.  We will only be liable to you and not to any third party.  We will not be liable for advice given or documents prepared relating to particular circumstances or for a particular transaction if such advice or documents are used without our consent in other circumstances or for any other transaction.  Any correspondence or reports prepared on your behalf are confidential as between us unless otherwise clearly agreed or implied by the circumstances.

      15. As a client of Friels, Solicitors, we will hold and store on our computer and filing systems your personal particulars.  These may be viewed by partners and employees of Friels, Solicitors, and by employees of external companies employed to maintain computer systems.  If you have any objection to this you must notify us in writing within 14 days of you signing your acceptance of these Terms and Conditions of Business.  Failure to do so will signify your agreement to your personal particulars being stored.

      16. When we receive loan instructions from your lender, we shall prepare the appropriate loan documentation, including Standard Security and Matrimonial Homes Affidavits/Consents/Renunciations, and shall arrange for you to sign this documentation.  It is your responsibility to check whether or not the loan instructions provided by your lender correctly set out details of the loan you require(including such matters as redemption penalties, monthly payments, cashbacks, type of scheme e.g. repayment, endowment, fixed, capped, discount, variable rate).  If the loan instructions do not reflect what you believed you had agreed with your lender, it is your responsibility to advise your lender of the position and to have them issue correct instructions prior to the date of entry.  Your lender will require prior notice before releasing loan funds to us and it is your responsibility to ensure that we have loan instructions at least seven days before settlement.  When loan instructions are received by us less than seven days before settlement we reserve the right to charge for the work involved in dealing with the loan instructions at such short notice.  We shall, where possible, submit a Report on Title (qualified where we feel necessary or appropriate) to your lender and shall request release of the loan funds.

      17.  CLIENT RESPONSIBILITIES:
          To enable us to act on your behalf in any court action, you need to be aware of:-
          (a) The need to give instructions and information timeously when requested. 
          (b) The manner in which the instructions are to be given.
          (c) The need for you to be available to sign documents.
          (d) The need to remain in contact particularly if critical dates are to be met.
          (e) The need to keep us advised of any changes in contact details, telephone number or email address.

      18. CYBERCRIME ALERT: BANK DETAILS

          Please be aware that there is a significant risk posed by cyber fraud, specifically affecting email accounts and bank account details. PLEASE NOTE that our bank account details WILL NOT change during the course of a transaction, and we will NOT change our bank details via email. Please be careful to check account details with us in person if in any doubt. We will not accept responsibility if you transfer money into an incorrect account.
          
          

          1) DO NOT pay money requested by email without calling us to verify.
          2) DO immediately phone the firm on a publicly available phone number /visit in person to check account details.
          3) DO always check the email address. If the email is not from this firm’s exact email address it is false. Discrepancies may be slight, e.g. a small difference in spelling of our email domain. Indeed even if it appears to be from a member of our staff this cannot be verified without telephoning our office/speaking to our staff in person
          4) DO NOT reply to suspicious emails – report them to us.

      19. These Terms and Conditions are governed by the Law of Scotland.  You agree to submit to the non exclusive jurisdiction of the Scottish Courts in respect of any disputes that may arise between us.

      20. Where we act for you in the winding up of an executry estate there will be commission charged by us on both Capital and Revenue receipts of 1% up to £20,000.00 and point 0.5% thereafter and our account for fees, V.A.T. and outlays may be remitted by us to the Auditor of the Royal Faculty of Procurators in Glasgow for taxation and their fee will be added to our account.
          
          In respect of any debt recovery work we do, we charge up to 2% of the recovery depending on circumstances. The minimum charge for collecting a debt is £150.00 plus vat.

      21. (a) if we are instructed to act on behalf of a limited company or LLP or other vehicle controlled by you (“the Corporate Vehicle”), you accept that it is appropriate that you personally guarantee payment of our fees and disbursements in accordance with these Terms of Engagement, even where for your convenience we may agree to invoice the Corporate Vehicle. Accordingly, if for any reason the Corporate Vehicle fails to meet our fees and outlays, you will be personally liable to make such payments to us.

          (b) If we are acting on behalf of a limited company, the Directors of that company will be jointly and severally liable for our fees and disbursements, together with the person specifically instructing us in relation to the matter and the company itself. In the event that this paragraph is applicable, we will require the enclosed copy of these Terms of Engagement to be countersigned by or on behalf of the company, by each Director of the company and by the person specifically instructing us.

          (c) If we are acting on behalf of a limited liability partnership (“LLP”), the members of that LLP will be jointly and severally liable for our fees and disbursements, together with the person specifically instructing us in relation to the matter and the LLP itself. In the event that this paragraph is applicable, we will require the enclosed copy of these Terms of Engagement to be countersigned by or on behalf o the LLP, by each member of the LLP (or by each member of the Board or Committee of Management of the LLP) and by the person specifically instructing us.

      22. LIMITATION OF LIABILITY

(a) You agree that our aggregate liability to you, of whatever nature (whether in contract quasi contract, delict, breach of statutory duty or otherwise), on any basis whatsoever for any loss whatsoever and howsoever caused by or arising from this Engagement, shall not exceed the upper limit of our Professional Indemnity Insurance cover which is currently £2,000,000.00. The limit of claims includes all related interest and expenses. We shall maintain cover at the level stated provided such cover remains available in the market at reasonable commercial rates.

(b) Further, you agree to indemnify and hold as harmless on demand against all losses, damages or costs howsoever caused which we may suffer from our acting on your behalf save to the extent set out in the preceding paragraph.

(c) Where any loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such damage or loss, as agreed between the parties, or in the absence of agreement, as finally determined by a Court of competent jurisdiction (ignoring for these purposes the ability of the third party to pay or any limitation of liability that you might have agreed with such third party).

(d) Please consider these provisions carefully as your continuing instructions will be an acknowledgement that the liability limitations in this Clause are reasonable having regard to all the circumstances.

SCHEDULE OF CHARGING

1. Unit charges (U):

Any item may be charted according to the number of units.  Time Spent Charged in Units is on the basis that 1 unit is equivalent to 6 minutes.  The Unit Charge will be £19.50 per unit.  The hourly rate of charge is £195.00.

The unit value will increase in subsequent years.  You will be advised of any change in the unit value prior thereto.

2. Drawing:

Deeds and Documents drawn shall be charged at 5 units per sheet.  A sheet is 250 words or part thereof.  Pro-Forma documents will be charged at 3 units per sheet.

3. Correspondence:

Normal letters will be charted at 1.25 units per page.  A page is 150 words.  Formal letters or letters of a similar nature will be charged at 0.5 units.

4. Telephone Calls:

The first 6 minutes or part of any telephone call will be charged at 1 unit.  Formal telephone calls will be charged at 0.5 units.

5. Copying:

No charge will be made for first 50 copies, thereafter charged 0.02 units per copy.

6. Posts & Incidents:

This charge will cover posts, the cost of telephone calls, fax and minor outlays.  It will not exceed 5% of fee total.  Exclusive of V.A.T.

7. Court Time:

Will be charged at 12 units per hour as opposed to the normal charge of 10 units per hour.

The final fee calculated will be subject to V.A.T. and all outlays incurred on your behalf will be added thereto.