Terms and conditions

1. INTRODUCTION

These Terms of Engagement apply to all work carried out by Pacific Legal (“the Provider”) or (“the Firm”) for our clients unless otherwise agreed in writing. If we have already commenced work on your matter then, unless you notify us immediately in writing to the contrary, you agree that these Terms of Engagement apply retrospectively from the start of our work for you.

2. CHARGES AND EXPENSES

2.1 Charge Rates

We have agreed to undertake this engagement on a speculative basis the terms of which are set out in our letter of engagement. Other charges only arise in circumstances where that engagement is departed from and the sections below are only applicable in those circumstances.

Our charges are based on the time we spend in dealing with a matter. Time spent on your affairs will include meetings with you and perhaps others; any time spent travelling; considering, preparing and working on papers; correspondence and making and receiving telephone calls.

Our current hourly charge rates are as set out in the attached letter of engagement.

These rates are subject to periodic review and any revision will be notified to you in advance of any change.

If, for any reason, the matter does not proceed to completion, we will charge you for work done and expenses incurred.

In addition to the time spent, we may take into account a number of factors which include the complexity of issues, the speed at which action must be taken, the location where the work is undertaken, the expertise or specialist knowledge which the matter requires and, if appropriate, the value of the property or subject matter involved.

2.2 Expenses

2.2.1 There may be certain other expenses, including payments we make on your behalf (known as disbursements) such as court fees, expert’s fees and Counsel’s fees, which you will be asked to pay. VAT is payable on certain expenses. We may invoice you separately for these expenses as and when they are incurred.

2.2.2 Neither courier costs nor photocopying/printing costs are included within the hourly charge rate set out in paragraph 3.1 above and, if applicable, will be charged separately.

2.2.3 Unless otherwise confirmed to you in writing, travelling and waiting time is charged at our current hourly rate.

2.2.4 Detailed breakdowns of expenses are available upon request.

2.3 Experts & Other Third Parties

We may be required to instruct third parties on your behalf such as expert witnesses, sheriff officers, process servers or overseas lawyers. Where such persons are instructed on your behalf we will do so as your duly authorised agent. We are not responsible for any act or omission of such third parties unless we agree this in writing before the issue of any instructions.

2.4 Counsel & Counsel’s Fees

You agree that we may instruct Counsel if appropriate. We have an obligation to pay Counsel’s fees promptly after the work is done and a fee note rendered. We may invoice you separately for these fees upon receipt of Counsel’s fee note.

2.5 Invoices & VAT

2.5.1 We will add VAT (where applicable) to our charge at the rate that applies when the work is done. At present, VAT is levied at the rate of 20%.

2.5.2 Please note that we are required to address our invoices to our client only. If, therefore. you have agreed with another party that it will be responsible for your legal fees, you should be aware that the invoice will nonetheless be addressed to you as our client and we will be obliged to look to you for payment of our costs, notwithstanding any agreement you have with a third party. The consequence of this is that VAT is not recoverable by the third party.

2.6 Final Invoices

2.6.1 Final invoices will be rendered as soon as practicable after the conclusion of the matter to which they relate or at another appropriate time and will cover all work carried out during the period specified in the invoice. Further work carried out after an invoice has been rendered will be charged separately at an appropriate point.

2.6.2 Payment is due on presentation of the final invoice. In the event that payment is not made within 30 days from the date of presentation of the invoice, we reserve the right to charge interest for late settlement at the rate allowed on judgement debts from time to time.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

2.7 Sums received by us which belong to you

2.7.1 Where we receive sums which belong to you, we shall be entitled to deduct from those sums all outstanding fees, disbursements and expenses before remitting the balance to you. All monies belonging to you which are not required for fees, disbursements or expenses will be either held by us in accordance with the provisions of these Terms of Engagement and the Solicitors (Scotland) Accounts Rules or will, on your direction, be remitted to you.

2.7.2 Where we hold between £10 and less than £50 for you and the address or contact details provided by you to us are found not to be current, then no further efforts need be made by us to find new contact details for you and the sum held by us for you may be paid either to the Crown or a registered charity of our choice.

2.8 Responsibility for Payment of Invoices

2.8.1 You will be personally liable for the payment of the fees and disbursements incurred by us on your behalf. In the event that we are acting on behalf of more than one client on the same matter, each such client will be jointly and severally liable for our fees and disbursements.

3. AUTHORITY TO ACT

In the absence of specific contrary instructions from you, we shall be entitled to assume that those who hold themselves out as having authority to instruct us do have such authority. In particular, we shall be entitled to assume that:- if the client is a company, we may take instructions from any officer; if the client is a LLP, we may take instructions from any member of the LLP; if the client is a partnership, we may take instructions from any partner; and if there are joint clients (e.g. husband and wife or more than one individual shareholder), we may take instructions from either or any of them.

4. COMMUNICATION

4.1 In the absence of specific contrary instructions from you, we shall be entitled to communicate with you and with any relevant third parties (e.g. fellow advisers on your particular transaction or matter), and to take instructions from you, by telephone, post, facsimile, e-mail and any other form of electronic and/or internet communication.

4.2 We may require you to confirm oral instructions to us in writing or by e-mail.

4.3 The information contained within these Terms of Engagement contains information that the Firm is required to provide to its clients under the Solicitors (Scotland) (Client Communication) Practice Rules 2005 and subsequent correspondence should be read in conjunction with these Terms of Engagement.

5. SCOPE OF ENGAGEMENT

We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope of our engagement or your specific instructions. We may set out the scope of our engagement or your instructions in a separate letter to you (“the Scope of Engagement Letter”).

6. INFORMATION TO BE PROVIDED BY YOU

We request that you provide us, as speedily as possible, with all information and documentation which is relevant so that we are properly briefed and in a position to carry out your work, and any further information which we reasonably request. In providing us with information and/or when instructing us, you should not assume that we have knowledge of any relevant factual matters or background, even if the same information has been given to us previously in the course of a different engagement. We are entitled to rely on information provided by you or by third parties on your behalf as being complete, accurate, current and not misleading.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

7. USE OF INFORMATION

7.1 We may obtain personal data from you when you become a client of the Firm and during our relationship. This may concern you personally or relate to other persons such as (depending on the circumstances) your spouse, children, employees or agents.

7.2 Whenever you engage us to act for you in any matter or provide us with any information (including personal data), you consent to our use of all such information for the purposes of performing for you the legal services that you have requested we provide. We may also use the information you provide to us for administration and internal training purposes.

7.3 We may also disclose this information (including any personal data) to our professional advisers or other agents whom we use to perform certain functions on our behalf, for example to counsel, trade mark agents or companies’ agents. We will only provide an adviser or an agent with personal data you have given us if it is required by them in order to perform any duties we have asked them to undertake.

7.4 If at any time during the course of your relationship with us, you provide us with any personal data relating to any third party, you will prior to disclosing it to us, ensure that all consents required by the Data Protection Act (“the Act”) and related legislation have been obtained or, where such disclosure is otherwise permissible under the Act or related legislation, that the relevant requirements have been met. It is your sole responsibility to ensure that this information has been obtained in compliance with the Act and related legislation.

8. CONFIDENTIALITY AND LEGAL PRIVILEGE

8.1 Except as provided in these Terms of Engagement, we will not disclose to any person any confidential information relating to you or to any matter handled by us on your behalf, except:- in the proper conduct of that matter; or if such information is in the public domain otherwise than by reason of improper disclosure by us; or where we are required to do so by law or by the rules of any applicable professional body or regulatory authority; or where we are ordered to do so by order of a court of competent jurisdiction; or with your express consent.

8.2 Similarly, we will not pass on or use for your benefit confidential information obtained from anyone else. If, on your authority, we are working with other professional advisers or persons, we will be entitled to assume that we may disclose any such confidential information to them.

8.3 We are often asked to provide information about our experience, including matters we have handled and clients for whom we act. We also issue publicity about particular transactions in which the Firm has acted. We may refer to you as our client publicly, unless you specifically request us not to do so. However we may refer to your transaction(s) and business only insofar as the information is in the public domain or otherwise with your agreement.

8.4 You acknowledge that e-mail and other modes of electronic and/or internet communication are not yet secure or error free communication channels and that information communicated in this way could be intercepted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. You acknowledge that mobile telephone communications are not secure and that communications on a mobile telephone are capable of being intercepted. We shall not be liable for any loss or damage which you may suffer or incur as a result of our proper use of any such communication channels. We will take all reasonable steps to ensure that confidentiality is maintained in all our mobile and land line communications, in e-mail or other electronic and/or internet communications with you. We will use all reasonable procedures to check for the then most commonly known viruses before sending information electronically. We will not use encryption technology or other additional security unless you advise us in writing that you wish us to do so, in which case you will reimburse us for any extra charges that we incur in complying with your request.

8.5 For the avoidance of doubt, we do not consent to any of our oral communications, whether by telephone, in meetings or otherwise, being recorded on any audio, video or other device.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

9. PROCEEDS OF CRIME ACT, ANTI-MONEY LAUNDERING AND OTHER REPORTING

9.1 We are required by anti-money laundering legislation to obtain proof of identify from clients for whom we act. Accordingly, you may be asked to supply us with requisite information. Any failure or delay on your part to provide us with any requested documentation or information will prevent us from acting for you or require us to cease acting for you.

9.2 The Firm has reporting obligations imposed on it under and in terms of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007, the Terrorism Act 2000 and related Statutory Instruments which, in certain circumstances, require disclosure of confidential information to the relevant authorities. In such circumstances we may be prohibited from notifying our clients of such a report and we may require to cease to continue to do any work on the client matter until such time as we receive formal authorisation from the relevant authorities to do so. We shall incur no liability to you for any loss, damages, penalties, interest, costs or charges which you may suffer or incur if we are so prohibited from acting or delayed in continuing to act on your behalf.

9.3 We reserve the right not to handle any money or other funds on your behalf or on behalf of any third party if we are not satisfied with the source of the money or funds and, in particular, if the money or funds are not being paid to us from an account with a UK clearing bank. Please advise us without delay if you intend to transfer or arrange the transfer to us of any money of funds otherwise than from an account in your name with a UK clearing bank as we may not be able to complete any transaction or to conclude any proceedings on your behalf, and you may consequently suffer or incur loss, damages, penalties, costs, interest or charges if there is any delay in our accepting money or other funds on your behalf until we are satisfied with the source of the money or funds. We shall not be liable for any loss, damages, penalties, costs, interest or charges which you may so suffer or incur.

9.4 Any of your money or other funds that we agree to hold for you will be held by us in a separate Client Account with our bankers, Barclays Bank plc, unless you give us specific instructions in advance that you wish your money or other funds to be deposited in a different bank or banks. You acknowledge that any money or other funds which we do hold on your behalf are held strictly at your risk and we shall not be liable for any loss, damages, penalties, costs, interest or charges which you may suffer or incur as a result of such money or other funds being held by us on your behalf, save where any such loss, damages, penalties, costs, interest or charges arise as a result of any fraud on our part.

9.5 We reserve the right to elect not to invest funds held for or on behalf of you in a separate interest-bearing account, having regard to the amount of such funds and the length of time for which they are likely to be held, where the amount of interest which could be earned on the funds in such an interest-bearing account would be likely to be less than such amount as the Law Society of Scotland may from time to time prescribe, due to then-current bank rates of interest. In such situations, no interest will be earned on funds which we agree to hold for you.

9.6 We reserve the right not to accept any payment sought to be made to us in cash.

10. USE AND PURPOSE OF ANY ADVICE AND REPORTS

10.1 Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the matter on which we are advising you and for any purpose specified when giving the advice. You shall not provide such report or details of our advice to any third party without our prior written consent. Irrespective of whether we give such consent we shall assume no responsibility and have no liability to any third party to whom any advice or report is disclosed or otherwise made available, unless and to the extent otherwise expressly agreed in writing between us and such third party.

10.2 You shall retain responsibility for deciding on your use of and for implementation of our advice or recommendations and for choosing to what extent (if any) you wish to rely on that advice or those recommendations.

11. OWNERSHIP / RETENTION OF WORK PRODUCT / PAPERS

11.1 All work products, whether or not in writing, and all intellectual property rights and documentation (including working papers) developed by us during the course of the work carried out for you will be, and will remain, the sole and absolute property of the Firm. We may adapt, develop or use such work products for other clients and in other engagements. We may destroy or retain them without reference to you.

11.2 We will scan and destroy original documents in accordance with the guidance provided by the Law Society of Scotland and our file destruction policy will be consistent with that Society’s recommended file retention periods. However, we will store title deeds and original signed documents for you by prior agreement but may charge you for such a service. If we intend to charge you for such a service, we will notify you in advance.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

12. THIRD PARTIES

12.1 If we engage others on your behalf (such as counsel, overseas lawyers and expert witnesses), whether in the UK or abroad, we will do so as your agent and we will not be responsible for any act or omissions of those other persons.

12.2 The terms on which we agree to conduct your matters (whether or not contained in these Terms of Engagement) are not intended to be enforceable by anyone but the parties to that agreement.

12.3 Where you are using third parties to provide information, advice or other assistance in support of the services we are providing to you, you will be responsible for the management of such persons and their performance, including the timeliness and quality of their input and work.

13. AUDIT ENQUIRIES

We reserve the right and would normally expect to charge for work undertaken in responding to requests for information either directly from you or from your accountants and/or auditors in respect of but not limited to whether we are instructed to act on your behalf and the nature of any outstanding retainers.

14. CONFLICT OF INTEREST

Our clients may include persons who operate in your area or a related area. We retain the right to act for these clients, subject to our professional duties in relation to conflict of interests and our obligations of confidentiality referred to in these Terms of Engagement.

15. MAILING LISTS AND MARKETING

15.1 We will add your contact details (which, if you are a business, may include those of your directors, senior managers and other employees who provide us with instructions) to our marketing database, so that we can use this information to keep you informed about developments at the Firm and legal developments in areas that we consider may most affect you, and to send you invitations to seminars or other events we feel might be of interest to you.

15.2 From time to time we may also use your contact details to inform you about other services which we believe may be of interest to you.

15.3 Your becoming a client of the Firm and your continuing relationship with us signifies your consent to this use. However should you decide that you do not wish us to use any of your contact details in any of the ways referred to above at any time or wish us to amend or remove your contact details from our client database, please advise the partner responsible for handling your affairs.

16. TERMINATION

16.1 Either of us may terminate our professional relationship in its entirety at any time by written notice given to the other.

16.2 In the event that you choose to terminate our professional relationship in its entirety you will pay us all fees and outlays and expenses incurred prior to such termination and due to the Firm in accordance with these Terms of Engagement and any Scope of Engagement Letter(s), together with any further fees and outlays and expenses reasonably incurred by us in connection with the transfer of our files to another solicitor instructed by you, upon payment of which we will deliver up, within the period recommended by the Law Society of Scotland from time to time, all deeds and documents as you may require.

16.3 In the event that you choose to terminate our instructions to act on your behalf with respect to a particular matter, but to continue our instructions to act on your behalf in other matters, you will pay us all fees and outlays and expenses incurred prior to such termination on the relevant matter and so due to us together with, if applicable, any further fees and outlays and expenses reasonably incurred by us in connection with the transfer of our file(s) in respect of that matter to another solicitor instructed by you.

16.4 Any provisions of these Terms of Engagement and/or Scope of Engagement Letter which by their nature extend beyond termination of our relationship or completion of the particular transaction or matter shall survive such termination or completion.

17. INVALIDITY

If any provision of these Terms of Engagement is, or becomes, invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

18. ACCEPTANCE OF TERMS OF ENGAGEMENT

Your continuing instructions to us will confirm your acceptance of these Terms of Engagement. If you are not prepared to accept these Terms of Engagement, please notify your Transaction Partner or Client Relations Partner in writing without delay. Unless otherwise agreed, these Terms of Engagement apply to any future instructions you may give to us.

19. CLIENT COMPLAINTS PROCEDURE

19.1 If you are dissatisfied with any aspect of our service and wish to make a complaint you are invited to contact our Client Relations Partner either by telephone or, preferably, in writing. You can contact the Firm and ask for the name of the Client Relations Partner or contact the Registrar’s

Department of the Law Society of Scotland on 0131 226 7411 for that information. Our Client Relations Partner will consider your concerns, investigate the matter thoroughly, obtaining all necessary information from you and relevant others, and will provide you with a detailed written response as quickly as possible.

19.2 In the event that you are not satisfied with the Client Relations Partner’s findings and judgement, you may wish to submit a formal complaint to the Scottish Legal Complaints Commission (“the SLCC”), which is the gateway for all complaints against solicitors in Scotland. Contact details for the SLCC can be found at www.scottishlegalcomplaints.com. The SLCC operates strict time limits for accepting complaints, which must be made within three years of the service ending or the conduct occurring.

20. REGULATION OF THE FIRM

The Firm is regulated by the Law Society of Scotland. If you would like to contact the Law Society of Scotland regarding the work undertaken on your behalf by the Firm, a Senior Partner would be happy to advise you as to the role of the Law Society of Scotland and to provide contact details.

21. JURISDICTION

Any dispute arising out of the provision of services by us to you shall be governed by the law of Scotland and subject to the exclusive jurisdiction of the Scottish Courts. However we shall, in our sole discretion, be entitled to raise proceedings in any jurisdiction we deem appropriate.

22. YOUR LEGAL FEES PAID BY LEGAL EXPENSES INSURERS OR A THIRD PARTY

Some clients have the benefit of legal expense insurance or have their expenses indemnified by a third party such as an employer, trade union or other body. It is important for the client to clarify from the third party the extent of any indemnity given. It should be understood that our ability to proceed with a case will be dependent upon the instructions from the third party offering indemnity and usually where an insurance company is involved the type of work and services offered are regulated by a policy of insurance. Clients are directed to the terms of that policy and are asked to note that the Firm can only act insofar as authorised by the insurer or third party unless you as the client are willing to accept responsibility for payment in full of our fees and disbursements. For those who are insured by the First Assist Group Ltd, a copy of the Terms and Conditions of the Policy is available on our website or by request from our office.

23. THE SOLICITORS (SCOTLAND) (CLIENT COMMUNICATION) PRACTICE RULES 2005

23.1 These Terms of Engagement form part of the information which the Firm is required to provide to you in terms of the Solicitors (Scotland) (Client Communication) Practice Rules 2005.

23.2 If applicable, the work that you have instructed the Firm to undertake is as set out in a Scope of Engagement Letter.

23.3 The basis upon which fees will be charged including VAT and outlays is as set out in these Terms of Engagement and in particular Clause 3 hereof.

23.4 The person who will be responsible for your work is Graham Craik who will be assisted by other members of the Firm whose details are available upon request to the Firm.

23.5 Consistent with the Firm’s Client Complaints Procedure, should you have any concerns regarding the manner in which your matter work is being handled, you should contact the Firm’s Client Relations Partner.

Pacific Legal is a trading style of Levy & McRae Sollicitors a Limited Liability Partnership Number SO305445 and Registered and Regulated by the Law Society of Scotland.

Pacific Legal Ltd, 1st Floor 24 Blythswood Square, Glasgow, Scotland G2 4BG

24. LIMITATION OF LIABILITY

24.1 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.

24.2 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.

24.3 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).

24.4 Please consider these provisions carefully as your continuing instructions will be an acknowledgement

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