Instructions
You instruct us as an individual on behalf of your chosen business vehicle where appropriate. As part of our instructions we understand that you may wish us to incorporate or deal with a Company or Limited Liability Partnership to deal with your business but we do wish to emphasise that our advice will be given to you as an individual and that you will be personally responsible for settlement of all resulting invoices in the event that any corporate or other business entity does not settle same within 14 days of the issue of the relevant invoices.
Where we are advising the Company all Directors must accept responsibility for your instructions and all costs incurred . If you are in doubt you have authority we should discuss .
Our advice will be given solely to you and companies owned wholly by you and should not be relied upon by anyone else.
There are several aspects, which we wish to clarify in relation to your instructions. These are: –
(1) It would be helpful for you to confirm who can give us binding and authoritative instructions on your behalf e.g. under a Power of attorney or as an officer of your firm or company.
(2) On a similar basis are there any other persons employed by or related to either of you from whom we can take instructions or with whom we can discuss your confidential business? Unless you advice us to the contrary we will assume that we should not take instructions from or discuss confidential matters with anyone out with your normal professional advisors.
(3) In so far as the scope of our instructions is concerned broadly speaking we understand that we are to act, as solicitors and will, unless we are instructed to the contrary, will deal with related accounting for funds. It is envisaged that this situation might change as the transaction develops. If that is the case we feel it would be helpful for you, to confirm those additional aspects, which we are to address/deal with.
Conflict of Interest
In the proposed negotiations we will be acting solely in your interests and it will be those interests, which will be concerned to protect and advise upon. If we consider there may be any potential conflicts then we shall write to you about them.
Conflicts of interest can arise even in family situations or between business partners, shareholders or directors and the company which employs them. Therefore if you have any concerns then you should discuss carefully with us who might need to be separately represented to ensure that there are no claims about conflict of interest which would otherwise upset any agreement or contract reached on your behalf.
We mention this simply in case you decide that there is a potential conflict of interest and that you do not wish to instruct us to act on your behalf. If this is not your position, it seems to us that certain “safeguards” could be put in place with the consent of both of you and another party. These would include: –
(1) Your agreement not to advise us of any aspect of any negotiations you may have had in the past or may have in the future with the conflicting party
(2) Any legal advice you require in respect of the negotiations with a conflicting party would be provided by another solicitor; and
(3) If a conflicting party seeks our advice on this aspect we would, with their consent, ask you to confirm whether you were happy for us to advise the other party or whether we should recommend that, for this particular aspect of their business, they should speak to another firm of solicitors.
Client Identification and AML
In terms of our professional rules and the Money Laundering Regulations 2007 we are required to obtain satisfactory evidence of the identity of all new clients before taking any formal steps on their behalf. In these circumstances the Law Society require that we verify your identity by examining, for example, your private driving licence, your passport and correspondence from a public utility addressed to you at your home addresses. We can deal with this formal identification process at out next meeting but would stress that we cannot submit or sign any formal documents on your behalf until this procedure has been complied with completed .
In addition our regulators the Law Society of Scotland require us to comply with best practice on identification of source of fundshttp://www.lawscot.org.uk/members/regulation-and-standards/financial-compliance/money-laundering/ as a result you will be asked to provide information on the source of any money used in connection with any work we do for you. You may find this intrusive but if you have any particular issues please ask to speak to our MLRO.
Confidentiality
We have a duty to treat all matters discussed with you as being strictly confidential. There are occasions when this duty of confidentiality can cause frustration at your end and this is why we have mentioned above the question of whether you are happy for us to discuss such matters with anyone other than you. For example, you may have a trusted member of staff or a relative or friend with whom you are happy for us to leave messages or check certain details. If this were the case it would be extremely helpful if you would confirm the identity and contact details of anyone with whom confidential matters can be discussed if you are unavailable.
Our Service/Problems
(1) We feel it is helpful to set out the position in relation to our legal liability to you in the event of any claim for negligence arising. In broad terms you are entitled to expect us to provide competent and professional legal advice about matters we have been consulted about. In the unlikely event that we are negligent and that you seek to claim damages from us, we do wish to emphasise that our professional indemnity insurance is presently capped at £5M and that no liability in excess of that amount is accepted by this firm. By accepting these terms you confirm this is the ceiling on our liability to you.
(2) We very much intend that you will not encounter any problems in relation to the standard of our service but we would emphasise that you should not hesitate to raise any concern or query with us – even if the query is of an extremely straightforward nature. Unless your complaint or query relates specifically to something our Mr Johnson has done or failed to do and you would find it inconvenient to discuss it with him, we would suggest that you speak to Mrs Beverley Johnson in the first instance. If the matter cannot be resolved we are obliged to advise you that clients, or others, who may wish to express dissatisfaction with a practitioner or firm, are advised of the SLCC – Scottish Legal Complaints Commission, The Stamp Office, 10-14 Waterloo Place, Edinburgh, EH1 3EG as a gateway for complaints at an appropriate time. The SLCC operates strict time limits for accepting complaints, which require complaints to be made within one year of the service ending or the conduct occurring. However, the SLCC will disregard any time it considers that the complainer with excusably unaware of their concerns.
(3) 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.
Financial Matters
(1) If any of your funds do pass through your funds do pass through our hands they will be held on a separate client account and in accordance with the relevant Law Society of Scotland rules.
(2) So far as our fees are concerned our Mr Johnson’s time will be charged at £225 (excluding VAT) per hour. We would propose to render interim invoices if the matter has not been concluded within two months from this date. Such interim invoices must be settled within 14 days of their date failing which we reserve the right to withdraw any restriction of our fee shown on the relevant invoice and to charge interest at Bank of Scotland base rate plus 2% per annum from the date of the invoice.
(3) In so far as outlays are concerned we would expect to be put in funds in advance of incurring any outlays unless the outlays in question are for less than £25. If we do incur outlays without seeking prior payment of same we again reserve the right to charge interest at the same rate if the outlay is not reimbursed within seven days of a request for reimbursement.
(4) Our indemnity limit is £5 million per transaction and we must discuss how this affects any transaction for greater value.
(5) Currently we store client’s deeds for free as a complementary service but in the event that we need to send these deeds to a third party then a storage uplift and delivery charge of £50.00 plus VAT will apply.
Time Scale and Separate Tax and Financial Advice
(1) We will write to you to suggest a standard time-scale for the transaction but if there is the need for particular expedition then please confirm that to us specifically. So that we can draft the correct contract for you it does seem to us that you would be well advised to seek financial and tax advice. We do not provide you with this advice and if you do not have a tax adviser or accountant who can help then we are happy to recommend someone.
At the risk of stating the obvious we would suggest that you read our drafts very carefully and let us know if there are any concerns or matters which you have and which you do not feel that we have covered in those drafts.
(2) We are happy to advise in relation to Land and Buildings Transaction Tax (replacement for stamp duty) (see note attached ) which may affect this transaction. We do not offer advice on corporate or capital gains tax or VAT and expect that you will obtain such advice in advance from your retained accountants or will ask us specifically to obtain that for you from specialist accountants.