We, Lyons Davidson Scotland, value your instructions and our aim is to help you achieve your goals quickly and effectively in an approachable and cost-efficient way. This document sets out the terms on which we agree to act for you. You should read it with your letter of engagement. In particular your attention is drawn to the paragraphs headed “Your identity” in Section A and “Disclaimer” in Section M.
Responsibility for work
We will tell you the person who will be dealing with your matter on a daily basis and their supervisor. If we have to involve other people within Lyons Davidson Scotland, for example, if your matter covers a number of different areas of law, we will tell you their names, job titles and the areas of your matter that they will deal with.
Conflicts of interest
We search our records to protect you from conflicts of interest. Where a conflict arises or may arise (for example, where we find that your opponent is or has been our client), we may not be able to accept or continue working on your matter. We may act for two or more of you if there is no conflict. If a conflict arises during our retainer then we may have to cease to act for one or more of you.
To meet the Money Laundering Regulations 2007, we will ask you for information confirming your identity, financial details, sources of funding and, where relevant, identity information about people related to you i.e. beneficial owners. You must comply with requests for proof of identity as set out in our letter of engagement, and if requested, you will meet us to enable us to verify your identity. If you fail to comply with requests for identity, we will be unable to act for you. We are required to monitor transactions and maintain records relating to your identity, and we may ask you to provide updated proof of identity from time to time.
If you are a director or other representative acting on behalf of a company, we are entitled to assume that the instructions we may receive from you have been authorised by the company.
Where we have not met with you, The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to this matter. This means you have the right to cancel your instructions to us within fourteen days without giving any reason. The cancellation period will expire fourteen days after the date of our initial communication with you. To exercise the right to cancel, you must inform us of your decision to cancel by clear statement (e.g. a letter sent by post, fax or email) using the contact details on our letter or by completing the cancellation form on our website at ‘www.lyonsdavidson.co.uk/aboutus/consumercontract’. 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. If you requested to begin work on your matter during the cancellation period, we reserve the right to ask you to pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation, in comparison with the full coverage of the retainer.
You can ask us to cease acting for you at any time, and we draw your attention to the paragraph headed ‘Termination’ in Section P of these Terms of Business.
In certain circumstances, fees may be payable (please see Our Agreement With You for more information about this). We normally work out our charges by multiplying a person’s hourly charging rate by the time or units they have spent on your matter. Each unit represents 6 minutes of time. However, time spent is not the only factor that we take into account. We believe that our charges should reflect the value of our services to you. So we may take into account how complicated your matter is, how urgent it is, the value of the transaction, specialist skills, and the amount of responsibility we accept.
Speculative Fee Agreements and other special arrangements
We may vary our methods of charging if special arrangements with you and/or your legal expense insurer are made in writing.
Changing our charging rate
We regularly review our hourly charging rates. We will tell you about any changes before we charge you.
We will give the best possible information about the likely overall costs of the matter. We will tell you as soon as possible if we think our charges will be higher than any estimate or other indication of costs. An estimate is only a guide. We will take it into account in the final invoice, but you should not take it as a binding quotation. You can ask to set a limit on our charges.
Payment on account
We may before starting work on your matter, or at any stage during your matter, ask you to make a payment on account. This payment will be held on account of any charges and expenses incurred and can be applied against any invoice issued to you. We will inform you when a payment on account is to be deducted from an invoice issued and clarify the outstanding amount due. No interest will be paid on funds held as payments to account, unless otherwise agreed.
Unless we agree otherwise in writing, we will normally invoice you at regular intervals, even if your matter has not been completed. We will agree these intervals to suit you, but they will not normally be shorter than monthly or longer than every three months.
Information on charges
Our invoices will give details of our charges and expenses, but please ask us if you would like further information at other times.
Whilst we are acting for you expenses (or ‘outlays’) may arise. We will normally charge you separately for internal expenses such as sending faxes, photocopying and travel, and external expenses we have to pay on your behalf such as advocates’ fees. Other expenses such as stamp duty, search fees, estate agents’ fees, accountants’, surveyors’ and other experts’ fees and court fees we can pay on your behalf (and normally we will require advance payment from you for such expenses). We will send you an estimate at the start of your matter of how much and what these are likely to be. You can ask us to set a limit on expenses if you want to.
Value Added Tax (VAT)
By law we have to add VAT to our charges and expenses. You may have to pay VAT even when someone else pays our charges and expenses for you, for example your insurer.
We may ask you for information to help us with your matter. You must give us information we ask for as soon as possible, and tell us if you think it is not complete or accurate. It is also your responsibility to carry out any other tasks that we agree you should do. We will not be responsible for anything that happens because you have not done something we asked you to do promptly. This may also mean you have to pay extra charges or expenses.
Paying our charges
We expect you to pay our invoices when they are due, even if you have an arrangement with another person for payment (unless we have already agreed in writing to contact that person for payment).
We will not advise you on any tax consequences of your matter except where we have agreed in writing that we will give you tax advice. You should ask your accountant to advise on tax and similar matters including VAT.
Our partners and staff will not reveal confidential information and documents about you or your matter to other people unless you agree.
We may be required by law to reveal certain information and documents about you to authorities such as the Police, HM Revenue & Customs, Serious Fraud Office or National Crime Agency in relation to matters such as tax, fraud, bribery, money laundering or terrorist financing. In this event we may have to share such information and documents with colleagues within Lyons Davidson Scotland, Lyons Davidson Limited and third parties, in this respect you agree to waive our duty of confidentiality to you and the ‘legal professional privilege’ that attaches to your communications with us and in particular to the communications between you and the person at Lyons Davidson Scotland handling your matter.
If we are required to 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 keep all copyright and other rights to all reports and draft agreements we produce, written advice or other materials we provide and all systems we work out while we are acting for you. You have the full right to use these materials within your own organisation or on another matter we are dealing with on your behalf. If you want to use these materials in any other way, you will need our prior permission.
Releasing your papers
We have the right to keep your papers as well as monies and other items held for you until our charges and expenses have been paid in full.
Unless you notify us in writing otherwise, you consent to the exclusive electronic storage of all documents (including documents belonging to you) during the course of your matter and the disposal of all paper versions except for original paper documents such as title deeds, wills, share certificates or other documents which continue to have effect.
At the end of your matter your paper documents (other than originals) will be destroyed in line with the requirements of the Law Society of Scotland but we will continue to store your documents electronically for a period of 10 years. Any original paper documents will be stored without charge for a limited period of time which will depend on the nature of the matter. Please tell us straight after your matter is completed if you want us to return any of your documents to you. We may make a reasonable charge for obtaining your documents from storage, producing paper copies of electronically stored documents, delivering them to you or for providing information about them.
Audit and quality review by introducers
We agree service standards with introducers to ensure you receive the best service and introducers review and audit files against these standards. In instructing us to act you allow your introducer to access your entire file for audit and quality review. If you do not wish to allow access to your entire file please let us know in writing by email to email@example.com
Methods of payment to us
We will not accept any payment to us in cash. We will only accept payments to us made by cheque, credit card, telegraphic transfer or BACS transfer provided such cheques or transfers are drawn on or made via a London clearing bank (unless otherwise agreed by us in writing beforehand).
If you choose to make a payment by credit card a handling fee will be charged. The amount of this handling fee will vary depending upon the type of card used and will be confirmed to you prior to payment. This amount will be added to your card at the same time as your payment is processed.
Terms of payment
You must pay our invoices as soon as you receive them. We may charge interest on invoices which are not paid within 28 days from the date of the invoice. The rate of interest will be 2% more than the base rate of Lloyds TSB Bank Plc.
Payment by the opponent
Where we are instructed on a matter involving court proceedings, if the court rules allow us to, we will try to get your opponent to pay our charges and expenses of dealing with your matter. Where we are successful, there may still be some charges and expenses which you will have to pay. We will discuss this with you at the relevant time.
If your insurers are responsible for paying our charges and expenses, we will obtain the money from them. You must tell us immediately if your insurers plan to withdraw cover. If you are registered for VAT, you may still have to pay the VAT on our charges and expenses.
We are legal advisers and we are not authorised by the Financial Conduct Authority. We cannot advise you on the merits of investment transactions or exercising investment rights or act as an arranger or broker of transactions. We assume that your decision to enter into an investment transaction is yours alone based on your own assessment of the transaction and any advice you receive from a person authorised by the Financial Conduct Authority. Nothing in our communications with you or made on your behalf should be interpreted as an inducement or invitation to engage in investment activity.
However we can provide certain limited services in relation to investments provided they are closely linked with the legal services we are providing to you. This is because we are members of the Law Society of Scotland, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.
We are not authorised by the Financial Conduct Authority. However we are included on the register maintained by the Financial Conduct Authority so that we may carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Law Society of Scotland. The register can be accessed via the Financial Conduct Authority website at: www.fsa.gov.uk/register/home.do
The Scottish Legal Complaints Commission is an independent complaints-handling body, which deals with complaints against Scottish solicitors. If you are unhappy with any investment advice you receive from us, you should raise your concerns with them.
We are required under the Provision of Services Regulations 2009 to provide you with certain details regarding our Professional Indemnity Insurance and to comply with these regulations the required details are displayed in each of our offices. These details can also be provided upon written request.
We use our associated practice Lyons Davidson Limited to provide certain management and back office functions to us (“Ancillary Services”) which are necessary to provide legal services to you. Lyons Davidson Limited is authorised and regulated by the Solicitors Regulation Authority in England & Wales. You consent that we may share information and documents about you with Lyons Davidson Limited in order that they can effectively provide the Ancillary Services. Your file and other information about you may be passed to one of the offices of Lyons Davidson Limited and in these circumstances we ensure that Lyons Davidson Limited maintains confidentiality in relation to your information and documents.
Trustee and nominee services
These services are available to you from Lyons Davidson Trustee Company Limited and Lydaco Nominees Limited. Lyons Davidson Limited owns both of these companies.
Company secretarial services
We may offer company secretarial services including a registered office service which we may charge you separately for. We will tell you the amount of the charge at the time. We review our charges for company secretarial services every year, and we will tell you if they change.
If we receive or hold money for you or on your behalf, this money will not be invested in an interest-bearing deposit account unless specifically instructed by you in writing. Such money will be deposited with Lloyds TSB.
We shall not be responsible for any losses whatsoever suffered, sustained or incurred by you or any third party by reason of any failure or collapse of any bank at which client monies are deposited.
You consent to the disclosure by us to the Financial Services Compensation Scheme (“FSCS”) of details of your holding(s) of any money in any client account at a bank which fails or collapses. The FSCS imposes a limit on the amount of compensation which may be claimed. The limit applies to all monies held by a client with one bank regardless of the brands which that bank may use. If you hold personal money in the same bank in which we hold money for you then the FSCS limit will apply to your entire money. You can obtain further information via the FSCS website.
We shall not be responsible for any losses whatsoever suffered, sustained or incurred by you or any third party by reason of our compliance with obligations imposed on us by 1) The Money Laundering Regulations 2007 and/or 2) The Proceeds of Crime Act 2002 and/or 3) other legislation relating to or connected with the prevention of crime and/or 4) the instructions of any law enforcement agencies.
These terms of business are not intended to and do not confer any rights on any third party under the Contracts (Right of Third Parties) Act 1999.
The Data Protection Act 1998 imposes obligations on us as we will obtain and process personal data relating to you. We are required to inform you that personal data we receive about you or from you about other persons may be processed by us (or by Lyons Davidson Limited on our behalf) in order to provide legal services to you and other ancillary functions.
If a person requests in writing the access to personal data relating to him or her which is processed by us we are legally required to grant such a request unless the data is legally privileged. The right of access includes the right to information on the purposes of the processing, the recipients, the source and substance of any disclosed data. If we are required to provide data in response to a request relating to your matter, the work involved will be treated as part of our services to you.
We will communicate with and on behalf of you in the most effective way. We may send emails which, for convenience, are not in encrypted format but we will scan them for computer viruses although we cannot guarantee they will be virus free. We may monitor e-mails in accordance with the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000.
We will inform you about our services from time to time unless you notify us otherwise.
You can ask us to cease acting for you at any time. If you do so, we draw your attention to the paragraph headed ‘Releasing your papers’ under Section G of these Terms of Business.
We may refuse to continue to act for you if you do not pay our invoices on time or make payment on account when we ask you to or you do not provide us with instructions when we ask you to. We may also refuse to continue to act for you if there are other circumstances giving us good reason to do so (for example, where there is a conflict of interest). We will give you reasonable notice if we are no longer going to act for you. If we do this, you will have to pay any charges and expenses that arise before that date, and you will continue to be responsible for any commitments we have entered into on your behalf. We may charge you for work which we have to carry out after termination or because you ask us to transfer your papers to another adviser.
These Terms of Business and the services we provide shall be interpreted in accordance with Scots Law and the exclusive jurisdiction of the Courts of Scotland shall apply to any dispute arising out of the services we provide.
We expect that you will receive a comprehensive, efficient and effective service. In the unlikely event of a problem arising, or you being dissatisfied with the service provided or an invoice you have received, we have a comprehensive complaints procedure. Initially, you should raise your concerns with the person handling your case or another more senior member of the department, such as your Case Supervisor, who will try to deal with the problem promptly. Should you remain dissatisfied and wish to make a formal complaint you should contact our Divisional Manager, Katherine Howells-Price, using the contact details below.
If you are still not satisfied once your complaint has been investigated and we have provided you with our final response, then you may take your complaint to the Scottish Legal Complaints Commission at The Stamp Office, 10-14 Waterloo Place, Edinburgh, EH1 3EG (0131 528 5111 or www.scottishlegalcomplaints.org.uk). If your complaint relates to a fee note issued by us to you for work done on your case, you have a right to apply to the court for an assessment of the fee note by the Auditor of the Court of Session, or in the Sheriff Court by the Sheriff Clerk.
LYONS DAVIDSON SCOTLAND LLP
Registered office at Enterprise House
34 Earl Grey Street, Edinburgh, EH3 9BN
Telephone 0131 344 0251
VAT No. 100625274
Lyons Davidson Scotland is a trading name of Lyons Davidson Scotland LLP, a limited liability partnership registered in Scotland under number SO302969. We use the title of “partner” to refer to a member of Lyons Davidson Scotland. A list of members names is available on request or for inspection at our registered office. We are regulated by The Law Society of Scotland 38931 as a multi-national practice. The Solicitors’ Code of Conduct and professional rules to which we are required to adhere are available via the Law Society of Scotland website. Lyons Davidson Scotland is an associated practice of Lyons Davidson Limited which is authorised and regulated by the Solicitors Regulation Authority to provide legal services in England & Wales.
Copyright © Lyons Davidson Scotland 2011. All rights reserved.