Terms of Engagement
NEIL SOLICITORS & ESTATE AGENTS
TERMS OF ENGAGEMENT AND CLIENT INFORMATION
The following terms (as amended by us from time to time) (the “Terms of Engagement”) will apply to the work referred to in the engagement letter that accompanies this document (the “Letter of Engagement ”) and, unless otherwise agreed by us in writing after the date of the Letter of Engagement, to all other work carried out by Neil Solicitors & Estate Agents on your behalf. Where applicable, we will issue separate terms of engagement to clients in respect of general insurance business.
1. Who are we?
Neil Solicitors & Estate Agents (“Neil Solicitors”, “the Firm”, “we” or “us”) is a solicitors’ practice with offices situated at 2-4 Northgate, Peebles, Scotland EH45 8RS.
We are members of the Law Society of Scotland, and subject to its professional rules including the Solicitors (Scotland) (Standards of Conduct) Practice Rules 2008 and Standards of Service. The Law Society of Scotland can be contacted at Atria One, 144 Morrison Street, Edinburgh, EH3 8EX or at http://www.lawscot.org.uk/about-us/contact-us.
2. Our Aims
We are committed to providing all our clients with an efficient and effective service. In order to achieve this, we believe that it is important to agree in advance the nature of our relationship with you. Please familiarise yourself with these Terms of Engagement and the information within your Letter of Engagement before you proceed with your matter with us, to avoid any misunderstandings in the future.
3. Responsibility for Your Work
The Letter of Engagement provides you with details of the partner who has responsibility for the particular matter (“the Responsible Partner”) and, where applicable, details of the person who will be your first point of contact on a day to day basis. We shall try to maintain continuity with the people who are handling your work. If a change is required, we shall let you know as soon as possible and tell you why the change is necessary.
4. Contacting Us
We are open from 9am to 12 noon and from 1pm to 5pm, Monday to Thursday and from 9am to 12.30 pm and from 2pm to 5pm on Friday (public holidays and local holidays excluded). Our telephones are answered during those times. If the person concerned is unable to take your call, or if we are closed for a local or public holiday, you can leave a message on our voicemail service. Our fax line is open at all times and we can also be contacted on our email address: [email protected].
Unless we receive specific instructions from you to the contrary, we shall communicate and take instructions from you in person and by post, e-mail, telephone and fax. We may require you to confirm in writing any verbal instructions given by you to us.
All our employees have email addresses. Unless otherwise directed by you, we may correspond by means of electronic mail. Our email is not encrypted. E-mails are potentially insecure channels of communication. Information communicated in this way may be intercepted and e-mails 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, up to and including using a secure service which we can provide when we deem it necessary. However, the Firm 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 implement processes to ensure you maintain confidentiality and security of your IT systems). If you do not wish us to use such channels of communication, please advise us accordingly.
E-mail entering or leaving the Firm’s system may be subject to monitoring and recording for business and other lawful purposes.
We will keep you informed about work carried out on your behalf and, in particular, we shall provide an explanation of what action we are taking and why, information about the progress being made and a timeous response to all incoming mail, e-mail, telephone calls and faxes.
To allow us to advise you fully, we need to have full details of the matter. You can help us by giving clear instructions, providing all relevant documents, acting promptly and informing us of any time limits that you consider relevant.
Our advice is personal and confidential to our clients only. If you pass that advice on to a third party or ask us to do so, that third party will not have an enforceable right against the Firm or any of its members, staff or other agents.
6. Equality and Diversity
The Firm operates a policy of equality throughout the Firm and does not discriminate against any person on the grounds of sex, race, marital or civil partnership status, sexual orientation, gender re-assignment, pregnancy, maternity or paternity, disability, age, religious or other beliefs.
We try at all times to conduct our business in accordance with the highest professional and ethical standards. We have a zero tolerance to any illegal activity such as bribery and corruption and we provide our services in accordance with all laws in force from time-to-time. We expect all those whom we do business with to do likewise.
8. Provision of Services Regulations 2009
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, as a Scottish solicitors’ practice, we have cover under the Law Society of Scotland’s compulsory Master Policy for Professional Indemnity insurance.
The cover is provided by a panel of insurers, the lead insurer being Royal and Sun Alliance plc of 15 York Street, Glasgow G2 8LA. The territorial cover of our policy is worldwide (with the exclusion of work in the USA and Canada).
9. Authority to Act
It is important that we are able to identify our client. We shall be entitled to assume, unless otherwise instructed in writing, that the person providing us with the initial instructions in relation to a piece of work is our client. In particular, we shall be entitled to assume that:-
Ø if the client is a company, we can take instructions from any director or the company secretary or anyone authorised by them to do so;
Ø if the client is a limited liability partnership or partnership, we can take instructions from any member, partner or anyone authorised by a member/partner to do so;
Ø if the client is a corporate or unincorporated body (other than a company, LLP or partnership), we can take instructions from an authorised officer of the body or anyone authorised by the body to do so; and
Ø if there are joint clients, we can take instructions from either or any of them.
Where we do act for more than one person, each person for whom we do work is jointly and severally liable 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.
10. Conflict of Interest
A conflict between your interests and those of another client of the Firm may arise. If we become aware that a conflict of interest exists, or may exist, in our acting or continuing to act for you, we will take immediate steps to advise you (and, if appropriate, the other party in conflict) and will ensure no conflict prevails if we continue to act for you. Where appropriate, we shall facilitate you making alternative arrangements and can help you to instruct other solicitors. All fees and outlays/expenses (and related VAT) up to the date of termination of our engagement will be charged and become due.
11. Our Responsibilities
The scope of our representation is described in the Schedule to our Letter of Engagement headed “Scope of Work” and is also limited to working on behalf of the client identified in our Letter of Engagement. We do not represent any other entity or individuals unless specifically stated in the Letter of Engagement. We will give your business proper professional skill, care and attention and we will not act for you if it is not in your best interests. In all our dealings with our clients we aim to provide a high-quality service, to find out what our clients want, and achieve it. We try to work quickly and efficiently, and we hope you find us friendly and approachable. At the end of the matter we hope you will think our fee represents good value for money.
For the avoidance of doubt, we will not be responsible for advising on the tax or accountancy or other implications on any work undertaken by us from time to time in connection with the Scope of Work which we are undertaking for you. We recommend that you seek advice from tax advisers, accountants and other professional advisers on such matters (as appropriate). To be clear, if we give you any guidance on tax or accounting or other issues outwith the Scope of Work which we are undertaking on your behalf, this is only informal guidance and not advice which you can rely on and as such you must seek separate advice from your specialist tax adviser, accountant or other professional adviser (as appropriate). Unless otherwise expressly agreed with you, the work that we undertake will not include monitoring or reminding you of warranty periods or other notice periods. All legal advice and correspondence given by a partner of the Firm or member of staff of the Firm is given for and on behalf of the Firm unless otherwise stated.
12. Your Responsibilities
In order that we can provide you with the best possible service, and in light of our duty to the court to inform you that you should preserve all documents including any electronic documents, which would otherwise be deleted in the course of business, please can you:
Ø Provide all documentation required and requested, in order that we may take your matter forward
Ø Safeguard any documents that are likely to be relevant to the subject matter of your instructions
Ø Advise us if there are any changes to the facts of your matter or circumstances
Ø Provide full and accurate information necessary for dealing with your work. Where appropriate we may approach such third parties you approve for additional information or documents. We will rely on the information and documents being true, correct and complete and will not audit the information or those documents
Ø As and when requested, provide instructions to us in a timely, clear and accurate manner. The Firm will not accept any liability arising from your failure to reply completely and accurately to any request for information or confirmation of instructions
13. Money Laundering, Proceeds of Crime and Combating the Financing of Terrorism
It is a criminal offence for us to fail to carry out various client identity checks and procedures in the course of our profession relating to regulated matters. Under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended by The Money Laundering and Terrorist Financing (amendment) Regulations 2019 and other legislation we are required to ask you for certain information, carry out risk assessments and formally establish your identity and permanent address as well as establish that you are not on certain “black list” databases (e.g. for politically exposed persons and also for terrorist suspects). We will inform you if this applies to you and will seek the requisite verification.
As part of this process, we will need to undertake a third-party data check (such as with CallML or CallCredit) and if your identity cannot be verified using this service then we reserve the right not to act for you. We reserve the right to request that you provide us with original documents to enable us to perform these mandatory checks as well as background information about you and your business (if you are a corporate entity). Please note that we must perform these checks prior to providing any advice to you. We are also legally required to carry out these checks on a regular basis to ensure that the information we hold about you is up to date. Please note that we may also have to carry out checks against any persons who are involved in instructing us who may not be our client. Please note we apply a standard charge of £6 plus VAT for each identity check that we are required to undertake (as we have to pay for this service) and this will normally be added to your next invoice. The undertaking of such a search will not affect the credit history of the individual searched against and the external organisation will not use the personal details provided for any other purpose.
We are professionally and legally obliged to keep your affairs confidential. However, 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 have to stop working on your matter for a period of time and may not be able to tell you why.
We cannot accept liability for any consequential loss arising as a result of our compliance with statutory obligations and our costs may include a charge for complying with those obligations.
We also require to verify the source of any funds involved in any transaction, so we will normally need to know details of the bank account from which those funds are being sent to us from (including sort code and account number), so please do not be offended should we ask you. We will also ask for your last 3 months bank statements for all accounts in which the funds you are utilising in regulated matters have emanated from, again to ensure our compliance with the relevant legislation. Please note that, if we cannot verify the source of any funds within 24 hours of receipt, we are obliged to return these funds to the relevant bank.
Where a third party seeks to deposit money into our client bank account in connection with our work for you, we may need to satisfy anti-money laundering requirements in respect of the third party before the money can be accepted by us. We shall have no liability for any loss that may be caused as a result of a failure to supply information or documentation that we need to satisfy those requirements.
Our Letter of Engagement confirms in writing of the basis on which we shall charge a fee for work carried out on your behalf, as discussed with you in advance of its issue to you.
The Letter of Engagement sets out how we will calculate our fees for the work it relates to. In the absence of our written agreement to the contrary, fees for any other work will, primarily, be calculated using the hourly rates (if any) set out in the Letter of Engagement or, if no such rates are set out therein, the hourly rates (based on the level of experience of the person(s) carrying out the work) prevailing for our general business from time to time. In addition to time spent other factors that will be taken into account by us in determining our fees include the urgency, complexity, novelty and materiality involved in the work in question. In the absence of written agreement to the contrary, time spent on a matter and chargeable to you will include all administration duties associated with the work being carried out, time spent by us in discharging regulatory responsibilities including our procedures to ensure compliance with money laundering regulations and the process of assessing, reconciling and rendering invoices to reflect sums received and payable.
Where a basic hourly charge rate has been indicated it is that which is then current. As and when our hourly charge rates are reviewed (normally annually on 1 April), the amended rate will be applied. Further detail can be provided on request.
If you are dissatisfied with the amount of our fees, you and we may jointly nominate a Law Accountant to formally assess these. In the event that you and we cannot agree upon a Law Accountant, either of us may ask the Dean of the Faculty of Solicitors in the Shires of Selkirk and Peebles to nominate a Law Accountant. If the Law Accountant assesses the fee chargeable at a lower level than we propose charging, we shall only charge that reduced amount and we shall pay the Law Accountant’s costs. If the Law Accountant confirms that our fee is appropriate, you will be responsible for the Law Accountant’s costs. If the Law Accountant assesses the fee chargeable at a higher level than we propose charging, we shall be entitled to charge the higher amount and you will be responsible for the Law Accountant’s costs.
The Letter of Engagement may set out an estimated fee. This is an indication only, made in good faith and on the basis of the information we have available to us at the outset. Estimates are subject to revision and are not a commitment by us to carry out the work for the fee stated. We undertake to notify you if it becomes apparent that our fee will exceed any initial estimate.
The Letter of Engagement may set out a fee quotation. The scope of work we commit to undertake for the quoted fee will be detailed in the Letter of Engagement. If further work is requested or we are required to carry out additional work not previously specified or as a result of circumstances not disclosed to us or circumstances that could not reasonably have been foreseen at the outset, then our fee will be increased (by reference to our standard hourly rates and the other factors referred to above). In terms of Section 61A of the Solicitors (Scotland) Act 1980, where we enter into a written fee charging agreement, it is not competent for the court to refer any dispute in the matter to the auditor for taxation.
In addition to our fee, the costs of all (if any) outlays and expenses incurred by us on your behalf (such as Counsel’s fees, search fees, registration/recording fees, Land and Buildings Transaction Tax, bank charges, currency exchange costs, travel and accommodation costs, taxi costs, photocopying costs, courier and other third party accounts) will be payable by you.
Unless you notify us in writing to the contrary, we shall assume that we have your authority to incur those outlays and expenses which we regard as being reasonable to incur in carrying out our work for you.
15. Value Added Tax (“VAT”)
The Firm will charge VAT, where applicable, on our fees and certain outlays/expenses we incur on your behalf in accordance with the current VAT regulations. Our VAT Registration number is GB 113 3380 55.
16. Rendering and Payment of Accounts
We shall send an invoice for our fees, outlays and/or expenses to you when we, in our absolute discretion, determine it is appropriate to do so. Our invoice may be sent to you either by post or by e-mail. This may be done on an interim basis where the work instructed by you has not been finalised. Details of outlays/expenses will be itemised separately.
Payment of an account is due within 14 days of the date of the invoice and requests for payment of outlays incurred should be met within a similar period or earlier, if required. Interest will be charged from the 28th day on any amounts which are overdue, at the rate of 5% above the base lending rate of the Bank of Scotland plc. Should payment not be made when due your details will be passed to our Credit Control staff to contact you. Until the position is remedied, we reserve the right not to carry out further work for you (after intimation to you to this effect) in which case we shall issue a final account to you.
If we are holding funds on your behalf, including monies received as a result of the work carried out for you, our fees, outlays and/or expenses may, at our sole discretion, be deducted from the sums held in accordance with the Law Society of Scotland Practice Rules 2011.
Due to Money Laundering Regulations 2017, as amended it is the Firm’s policy not to accept cash payments in excess of £1,000 in aggregate. We also reserve the right to refuse any amount of cash at our discretion.
17. Instructions to other professionals and lawyers here and in other jurisdictions
Should we need to instruct other lawyers or professionals (expert witnesses, accountants, surveyors, Counsel and so on) here in Scotland or in other jurisdictions we do so, unless otherwise agreed, on your behalf and as your agent. They will be responsible to you for the quality and accuracy of the advice they provide, and you may be directly responsible for payment of their fees and expenses. Before making any such appointment on your behalf, if you are directly responsible for the payment of their fees and expenses, we will consult with you and seek your agreement to the appointment.
If we have engaged the services of others on your behalf as approved by you (such as Counsel, foreign jurisdiction lawyers and/or expert witnesses) or services are provided by other professionals (such as accountants or surveyors) engaged by you, we are not liable for any service/advice provided by them (whether or not such service/advice is provided directly to us) and we will not be responsible for any act or omission of such other persons.
We will always act in your best interests and will, at all times, maintain our independence.
18. Your Funds
We bank with Bank of Scotland plc with whom any funds which we hold on your behalf will be deposited.
If you wish your funds to be deposited in a different bank or banks, you will need to give us specific written instructions to that effect and you will be liable for our time and any costs associated with opening any such alternative bank accounts. We will advise you of the interest rate payable at the time of deposit and payable at any time as and when requested by you.
In accordance with Law Society of Scotland rules, we will maintain a ledger account for funds held on your behalf and will hold funds on interest bearing accounts where appropriate. On account of the very low interest rates which are currently available and the level of administration which we would have to charge you for, our policy is that we will not ordinarily place deposits on a separate interest bearing account. We do however, in accordance with the requirements of the Law Society of Scotland, place very large sums which we are to hold for long periods of time on deposit on a separate interest bearing account.
If, when returning funds held on account to you we discover you have moved address and/or the contact details which you previously provided us with are not current, we are not required to make further enquiry as to your new address and can dispose of the balances in accordance with the Law Society of Scotland Solicitors (Scotland) Accounts, Accounts Certificate, Professional Practice and Guarantee Fund Rules 2001.
The Firm does not accept liability for funds held on your behalf in the event of a “participating deposit taker” (as defined by the Financial Services and Markets Act 2000 as amended and subsidiary legislation), such as a bank or building society, being unable or likely to be unable to return funds which have been deposited with it. This applies also to funds held on your behalf but awaiting clearance through the banking system where such funds are held in our clients’ account. In such an event, you may be entitled to receive compensation in accordance with the prevailing Government’s Indemnity Limits from the Financial Services Compensation Scheme.
19. Cleared Funds
In the vast majority of instances nowadays, clients will make payment of funds to us by means of a cleared funds payment method through the banking system (either BACS, CHAPS or Faster Payments). This is the quickest and most convenient method for both you and us to receive funds from you. If you pay us by cheque, the onward transmission of your funds cannot be processed until your cheque clears through the banking system. Interest does not accrue until this clearing process is complete.
20. Payment of Funds
It is the Firm’s Policy that any funds held which are due to a client will be only be paid to the client or, in the case of an estate, the named beneficiary. Where we have to 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.
In carrying out work on your behalf, our first responsibility will be to you as our client. We will not, without your permission, disclose to any person any confidential information relating to you or to any matter handled by us on your behalf, except in the proper course of the work carried out, or if we are required to do so by law or any regulatory authority or to our professional indemnity insurers in circumstances where you or anybody on your behalf intimates a claim against the Firm or where a potential claim may arise.
It is important that you keep all aspects of your communications with us confidential and what we tell you is generally protected by the lawyer-client privilege. As the privilege could be deemed to have been waived if someone other than the client sees the privileged material, we recommend that you keep all of our statements in a separate file and keep the file in a secure place. We are occasionally audited by the Law Society of Scotland who monitor our professional standards of performance.
We have a duty of confidentiality to you and, therefore, need your permission for your files to be inspected. We will assume that you have given us this permission by your acceptance (whether deemed or actual) of the Letter of Engagement.
22. Intellectual Property Rights
You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other materials provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, this will require our permission.
23. Correspondence Files, Papers and Title Deeds Storage of correspondence files
As we are required to retain correspondence files for up to 10 years, we may (at our sole discretion) charge a correspondence file storage fee of £20 plus VAT to cover our costs for doing so.
Ownership of correspondence files
All correspondence, attendance notes, file notes, internal memoranda and draft documents (whether or not in writing or electronically held) pertaining to the work carried out on your behalf will remain the sole and absolute property of the Firm. You will have the right to inspect correspondence in which you have an interest and, also, to receive at our sole discretion, a paper or electronic copy. Any papers provided by you and any deeds or documents provided by us in connection with the work carried out will become your property.
Destruction of correspondence files
It is our normal practice to destroy our correspondence files (whether paper or electronic) predominantly in accordance with Law Society of Scotland guidance (details can be provided on request). In the absence of contrary agreement in writing, we shall assume you are content with this arrangement, and you are deemed to consent to the file’s destruction.
Storing of Title Deeds, Documents & Other Important Papers
At the conclusion of a particular item of work, we will normally send any original signed contracts or documents or other important papers (e.g. Confirmation in an estate, share certificates etc.,) to you for safe keeping. Please note that postal services are at times unreliable and we cannot be responsible for any items which go missing as a result of the postal system. If you ask us to send out documents to you and/or other relevant parties by recorded delivery post, then we shall be entitled to charge you for these costs.
We may store title deeds and other documents for you and reserve the right to charge you for doing so. Documents given to us for safe keeping will not be destroyed without your prior approval, providing it is clear from your instructions that the documents are to be retained.
If you instruct us to store original signed contracts, title deeds, other documents or other papers please note that these shall be stored in secure premises, but not in fire-proof conditions.
Electronic Storage of Correspondence Files
We reserve the right to store documents electronically. Where documentation is scanned, this is scanned and destroyed in accordance with guidance from the Law Society of Scotland. It should be noted that electronic copies may not have the same status as original documentation and therefore potentially have a reduced evidential value, in the event of the content of the documentation becoming a matter of dispute.
Our Legal Right of Lien
Please also note that we have the right to retain your correspondence files, papers and documents (in whatever format) until our fees, including any late payment fees or interest, are paid. If we ever receive a mandate from you to transfer your correspondence files, papers and documents to a third party then you agree that this may be done by us in any format.
24. Expenses in Court Actions
If we act on your behalf in connection with a court action in which you are partly or wholly successful, it may be possible to recover expenses from your opponent. In practice, only a proportion of your expenses are likely to be recoverable. You are liable for our fees and for outlays incurred on your behalf whether or not you are successful in an action, but credit will be given for all expenses recovered from your opponent.
25. Home Reports
If you are purchasing a property you should not rely upon any Home Report more than 12 weeks old.
If you are selling a property you must bear in mind that any purchaser will be advised by his acting solicitor not to accept a Home Report from a seller more than 12 weeks old and you should, therefore, consider updating your Home Report from time to time to ensure that it will be accepted by a purchaser.
26. Land & Buildings Transaction Tax
Land and Buildings Transaction Tax (LBTT) is payable by the tenant on most new leases and by the purchaser on most purchases. The effective date, within 30 days of which the necessary forms and payment must be submitted to the Revenue Scotland, may well occur before the lease is prepared for signature and more rarely in purchases before the disposition is prepared for signature. In most cases the effective date will be the date of entry to the property. We may not know when the date of entry occurs until sometime later and it is therefore extremely important that you let us know when the date of entry occurs so that LBTT penalties and interest are avoided. It is your responsibility to let us know the date of entry as soon as you become aware of it.
In lease transactions, please be aware that there are circumstances in which further LBTT returns will be required and more LBTT due to be paid during the course of the lease. For example, further LBTT returns require to be submitted to Revenue Scotland in all cases (i) every three years from the date of entry, (ii) on each occasion the lease is assigned and (iii) at the end of the Lease and also (a) if there is a variation of the lease for consideration payable by the tenant and (b) if the lease term continues beyond the original expiry date. If any further return discloses a change in circumstances which results in LBTT becoming payable or more LBTT becoming due on the lease transaction, then the tenant is required to make payment.
Please note that the Firm will not issue any reminders regarding LBTT occurring after the initial effective date and it will be the responsibility of the tenant to monitor the situation throughout the course of their lease, maintain records and comply fully with their obligations (we would, of course, be pleased to provide you with all necessary assistance at the appropriate time if you instruct us to do so).
If you are instructing us in the purchase or lease of a property which requires the submission of a Land & Buildings Transaction Tax return to Revenue Scotland, your acceptance of these terms constitutes your authority to us for us to submit the electronic Land & Buildings Transaction Tax return to Revenue Scotland on your behalf.
If for any reason you are unhappy about the quality of serviced provided, the manner in which the work is being or has been carried out, or the conduct of the person or persons carrying out the work, or the amount of our fees charged, then you should, in the first instance, take the matter up with the solicitor with whom you have been dealing. Alternatively, should prefer or if you feel your initial approach has not resolved the point, we would invite you to raise the matter with Douglas Neil, our Client Relations Manager, who is based at our office at 2-4 Northgate, Peebles. Douglas Neil will investigate the matter and aim to address the issue as soon as possible, depending of the nature of the complaint. If you are still dissatisfied, you are entitled to take the matter up with and make a complaint to the Scottish Legal Complaints Commission, The Stamp Office, 10-14 Waterloo Place, Edinburgh, EH1 3EG (Tel: 0131 201 2130) (https://www.scottishlegalcomplaints.org.uk).
28. ADR Regulations: 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.
29. Data Protection – GDPR
To enable us to discharge the services agreed in our Letter of Engagement, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, we may obtain, use, process and disclose personal data about you and/or individuals connected with your business, company, partnership including shareholders, members, officers, customers, contractors and employees as described in our privacy notice which can be found on our website at http://www.neilsolicitors.com/privacy-cookies. If you would like a paper copy of our privacy notice posted to you, please let us know by contacting our us at Neil Solicitors & Estate Agents, 2-4 Northgate, Peebles EH45 8RS, Tel: 01721 724199 or by-mail to: [email protected]. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation. If you have any questions about how we may process your personal data or that connected with your business please contact Douglas Neil at Neil Solicitors & Estate Agents, 2-4 Northgate, Peebles EH45 8RS, Tel: 01721 724199 or by-mail to: [email protected].
30. Cloud computing
The Firm uses cloud storage for our client files. Our cloud software provider is LEAP. LEAP’s cloud infrastructure is provided and maintained by industry leading cloud-platform provider Amazon Web Services. Amazon Web Services demonstrates a commitment to information security at every level of the organisation and complies with internationally recognised standards, the EU Data Protection Directive, GDPR and the Data Protection Act 2018. If you object to your files/other details being stored in this way, please let us know.
31. Our Liability
The aggregate liability of the Firm, its partners and employees (collectively, “NS Parties”) 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 Letter of Engagement or any other piece of work (or series of connected pieces of work) done for you shall not exceed £2,000,000.
None of the NS Parties shall have liability for losses, damages, costs, claims and/or expenses which arise as a consequence (whether direct or otherwise) of:-
a. 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
b. any other failure attributable to you and/or a third party;
and you shall indemnify each of the NS Parties, on demand, in respect of the same. None of the NS Parties shall have 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. None of the NS Parties shall have 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 each of the NS Parties, 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 a liability of the Firm to the extent that the same cannot be excluded or restricted by law or the professional rules of the Law Society of Scotland.
By your acceptance (whether deemed or actual) of the Letter of Engagement, you:-
a. agree not to make a claim against any of the NS Parties other than the Firm in respect of the services referred to in the Letter of Engagement or in relation to any other piece of work (or series of connected pieces of work) done for you;
b. acknowledge and agree that any advice given to you by a partner or employee of the Firm is given on behalf of the Firm and not in his/her capacity as an individual; and
c. acknowledge and agree that no special duty is owed to you by a partner or employee of the Firm.
The Firm accepts the benefit of this letter for itself and as agent of and trustee for each of the other NS Parties.
32. Your Right to Cancel
In circumstances where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to your matter, the following provisions regarding your right to cancel are applicable. If your Letter of Engagement does not contain a cancellation form you can assume that the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 are not applicable to your instruction of the Firm.
Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to your matter, if you decide you no longer wish to instruct the Firm to provide you with our services, then you have the right to cancel your contract with us, within 14 calendar days from the date we enter into the contract with you. You are not required to provide any reason and will not incur any liability during the cancellation period. The cancellation period will expire after 14 calendar days from the day you receive your Letter of Engagement.
To exercise your right to cancel, you must inform the firm of your decision by providing us with your clear instructions that you no longer require us to act on your behalf and provide you with legal services. In order to assist please use the Cancellation Form attached to your Letter of Engagement.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. Once notification to cancel has been received, we will acknowledge your request in writing. As soon as we receive formal notice from you of your intention to cancel the contract within the relevant period, the contract, and any obligations on both parties to the contract, will come to an immediate end. You will not be charged for or receive any invoices or bills from us, if you choose to cancel within the 14-day period.
If you decide to cancel your contract with us, we will reimburse to you all payments received from you, where applicable. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the contract.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
If within the 14-day period you have expressly given us permission to commence work on your matter, then we reserve the right to render a fee, if applicable.
33. Termination outside the 14 days
You may end your instructions to us in writing at any time, but we can keep all your papers and documents while there is still money owed to us for fees and expenses.
We may decide to stop acting for you only with good reason. We must give you reasonable notice that we will stop acting for you.
If you or we decide that we should stop acting for you, if applicable, you will pay our charges up until that point. These are calculated as set out in your Letter of Engagement or paragraph 14 of these Terms of Engagement.
Good reasons to stop acting may include, but not be limited to where, there is a credit risk to us; or there is a reputational risk to us; or a conflict of interest arises; or we are required by law to cease working for you.
If any provision of our agreement with you is invalid or unenforceable for any reason, it will not affect the remainder of our agreement with you.
35. Rights of Third Parties
For the purposes of the Contract (Third Party Rights) (Scotland) Act 2017, it is confirmed that our services are provided solely for the benefit of you as our client and our Terms of Engagement are enforceable only by you and us and not by any third party. The Firm shall not be under any duty to, nor have any responsibility towards any other person in connection with any matter (unless that person is also a client of the Firm in relation to the matter), even if the objective of the client’s instructions is to confer a benefit upon such a person.
36. Application and Prevailing Terms
These Terms of Engagement supersede any earlier Terms of Engagement we may have previously agreed with you.
If there is a conflict between these Terms of Engagement and any specific terms agreed with you in relation to an individual matter (for example, any terms set out in the Letter of Engagement or subsequent terms agreed with you in writing) then the specific terms within the Letter of Engagement and those agreed with you in writing will prevail.
It may be necessary to amend these Terms of Engagement from time to time and we reserve the right, in our absolute discretion, to do so at any time. The prevailing Terms of Engagement at any given time shall be available at http://www.neilsolicitors.com/terms-of-engagement-ns.
37. Force Majeure
It is understood and agreed that neither the Firm or you will be liable to the other for any delay or failure to fulfil obligations caused by circumstances outside our reasonable control.
38. Applicable Law
The Firm’s engagement shall be governed by and construed in accordance with the law of Scotland and, by your acceptance (whether deemed or actual) of the Letter of Engagement, you agree that in the event of any dispute, the matter may be dealt with only by the Scottish courts.