Terms Of Business
1. Introduction
1.1 Our intention is to provide you with a high quality service, handling your instructions with
professional skill, care and attention. These terms set out the basis on which our services are
provided and deal with communications between us and other matters relevant to our professional
relationship.
1.2 References in these terms of business to “we” and “us” are to David Scott Licensing Limited, a
company registered in Scotland (number SC817277) and having its registered office at 4 Salisbury
Terrace, Aberdeen AB10 6QH. References to “you” are to the client or the client’s authorised
representative to whom our engagement letter is addressed.
1.3 Certain sections may not be relevant to your immediate circumstances. However, our objective is
to build long term relationships with clients and we take the view that it is appropriate to provide
you at the outset with a description of the general terms on which we provide all of our services.
1.4 These terms should be read in conjunction with our engagement letter relating to specific items
of work or ongoing work on which you instruct us and, except to the extent varied and
supplemented by our engagement letter, they regulate the relationship you have with us.
2. Instructions and Authority to Act
2.1 It is essential that we are able to identify our client. We shall be entitled to assume, unless you
instruct us in writing to the contrary, that the person providing us with the initial instructions in
relation to a piece of work is our client, or in the case of a corporate client, the client’s authorised
representative. In particular we shall be entitled to assume that:-
2.1.1 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, and such instructions shall be binding on the company.
2.1.2 if the client is a limited liability partnership (“LLP”) or partnership, we can take instructions
from any member or partner or anyone authorised by a member or partner to do so, and such
instructions shall be binding on the LLP and all of its members or the partnership and all of its
partners.
2.1.3 if the client is a corporate or unincorporated body (other than a company or partnership or
LLP) we shall be entitled to take instructions from anyone authorised by the body to do so and such
instructions shall be binding on the corporate or unincorporated body.
2.1.4 if there are joint clients, we can take instructions from either or any of them, and the
instructions of any one of them shall bind all others.
2.1.5 our engagement letter relating to a specific item of work where accepted in writing (whether
by letter or email), or verbally, or by implication by the continuation of instructions has been so
accepted by the person or persons entitled to do so.
2.2 Where we 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 the matter instructed. If your responsibilities under this paragraph are unclear we will be
pleased to explain this further.
2.3 We act as your agents and can act only on information and instructions given to us. We will
require from you clear guidance on who is authorised to give us such instructions. You should not
assume that we have knowledge of any factual matters. Unless we receive specific instructions from
you to the contrary, we will accept instructions from you either verbally, in writing or by email,
although we may ask you to confirm verbal instructions in writing or by email.
2.4 You will be legally bound by action taken by us on your behalf in accordance with your
instructions. We shall not be responsible for any failure to advise or comment on any matter which
falls outside the scope of your instructions.
3. Reporting
3.1 We do not have any universal pattern for reporting on individual matters as the form the
frequency of reporting will depend on the nature of the matter and your particular requirements.
3.2 We shall be entitled to report to you verbally or by letter or email. Where we report to you by
letter or email we shall report to the last address which you have provided to us and we shall be
entitled to assume that this address is secure and confidential, unless you advise us in advance to
the contrary.
4. Fees and Charges
4.1 General
4.1.1 Unless agreed in advance between us in writing, fees are charged on the basis of time spent on
the work.
4.1.2 We will seek to provide you with an estimate in relation to the anticipated work to be carried
out.
4.1.3 We will look to invoice you in advance of the work being carried out, and this may also include
payment for anticipated outlays, including application fees.
4.1.4 Our invoices are, except where special arrangements are made, payable on receipt.
4.2 Estimates
4.2.1 We will provide, within the terms of our Letter of Engagement, an estimate of fees and outlays
before commencing work but, unless we confirm in writing that our charges are fixed at a specific
figure, any estimate will simply be an indication of the likely fees and outlays based on our
experience of the amount of work involved in a typical transaction of the kind involved. We will
endeavour to contact you for authorisation before incurring charges beyond any estimate. Estimates
are subject to revision and are not a commitment by us to carry out the work for the fee stated in
the estimate.
4.3 Any issue or question arising from an invoice sent to you, whether in relation to the method of
charging, the amount of the fee, or the outlays incurred on your behalf, must be raised within 21
days of the date of the invoice.
4.4 Statement of Fees and Outlays and Payments to Account
4.4.1 Our invoice will include outlays which have been necessarily incurred such as travelling,
accommodation and meeting expenses
4.4.2 Unless you instruct us otherwise, we have your authority to incur such outlays.
4.4.3 Where outlays have been incurred, you will be responsible for payment of these within seven
days of receipt by you of our request.
4.4.4 Along with our invoice we will confirm the amount of any sums paid or received on your
behalf.
4.5 Payments to Account
4.5.1 We may ask you to settle accounts and repay all outlays during the course of a transaction. In
such cases an interim statement will be issued.
4.5.2 We proceed at all times on the basis that we have implied authority to incur those outlays
which are reasonably necessary for transactions of the type being undertaken.
4.5.3 Outlays will require to be paid to us before we are due to pay them to third parties. If we
request payment of outlays and you do not pay us, we shall have no responsibility to advance these
monies on your behalf nor for any delay in the progress of your transaction or loss suffered by you as
a result of any delay.
4.6 Regular Billing
4.6.1 We will invoice you for continuing work on a regular monthly basis, and for transactional work
generally on in advance of the transaction in accordance with our letter of engagement.
4.6.2 All accounts raised will be payable by you on receipt by cheque drawn on a UK bank or by BACS
transfer to our nominated account or by credit/debit card.
4.7 Unpaid Accounts and Interest - Suspension of Work
4.7.1 We reserve the right to charge interest at 4% above the base rate of The Royal Bank of
Scotland plc (“RBS”) on overdue accounts.
4.7.2 If an account is overdue for payment, we reserve the right to suspend all work whether in
respect of the transaction to which the account relates or otherwise and retain documents and
papers belonging to you and your associates, irrespective of the matter to which they relate, until all
sums outstanding to us are paid.
4.7.3 In addition we are required to suspend work if we request documents or explanation which we
need to comply with the Regulations and you fail to provide these.
4.8 Liability to Pay our Fees
4.8.1 Where a transaction is not completed for reasons not connected with our performance, we are
entitled to be paid for the work which we have done.
5. File Ownership & Storage
5.1 We retain the information we collect for no longer than is reasonably necessary to fulfil the
purposes for which we collect the information and to comply with our legal obligations.
5.2 Following completion of the services provided by us, we will either retain the file and working
papers or store these records digitally.
6. Confidentiality
6.1 Information provided to us will be dealt with in confidence and will only be disclosed to parties
authorised by you or as required by any authorised body.
6.2 Under the Regulation of Investigatory Powers Act 2000, our email system and internet is subject
to random monitoring and recording.
7. Data Protection and marketing
7.1 David Scott Licensing Limited is committed to being a responsible custodian of the information
you provide to us and the information we collect about you in the course of operating our business
and providing licensing services.
7.2 We process the personal data of individuals who are a named client or through whom we
conduct our relationship with you for providing services, marketing, training, commercial purposes
and as required by law (eg anti money laundering). We may use it to contact you about our services.
You can choose not to receive such material at any time by emailing us.
7.3 You can find our Privacy Notice on our website under “Privacy and Cookies”, or request a hard
copy from us at any time.
7.4 You agree that we may disclose that we are acting for you in our marketing and similar materials
and, if in the public domain, the matter on which we have acted or are acting for you. If the matter is
not in the public domain, we may only disclose the matter for marketing purposes in a generic form
(and without reference to you) unless otherwise agreed in writing with you.
8. Freedom of Information
8.1 If you are a public authority (within the terms of the Freedom of Information Act 2000 or the
Freedom of Information (Scotland) Act 2002) you must advise us immediately on any occasion where
a request for disclosure is received by you relating to either advice given by us or the terms on which
services have been provided to you by us. Unless agreed with us in advance, you must utilise all
available statutory exemptions to prevent any such disclosure.
9. Information Provided Electronically
9.1 Where we provide documentation, information or advice to you electronically this has not been
individually checked for viruses.
9.2 Although our computers are loaded with virus protection software and we take various
measures to reduce the risk of viruses finding their way on to our computers and disks, we cannot
guarantee that any file or message sent to you electronically is free from viruses and it is a condition
of our supplying the documentation, information or advice electronically that any liability on our
part in respect of, or arising directly or indirectly out of, any virus is excluded.
9.3 We recommend that you run virus checking software and check any electronic transmission
thoroughly on receipt and before opening or using any file or message sent to you electronically.
10. Critical Dates
10.1 After completion of your work, we cannot accept any further responsibility for reminding you of
important future dates that relate to such work, such as payments of annual licence fees. Any
reminders which we do issue are given without liability on our part (except where this is specifically
agreed to be within the scope of our work).
11. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
11.1 If you are an individual client (rather than a business client) and engage us out of our offices, for
example, at home or in hospital, you have the right to a “cooling off” period of 14 days after
issuance of these terms. We reserve the right not to start work until the end of that period but if you
have instructed us to commence work on your behalf you will be deemed to have waived your right
to any cooling off period unless you advise us to the contrary.
11.2 If therefore you have instructed us to make a commitment on your behalf, that commitment
cannot be cancelled.
12. Liability and Insurance
12.1 Although your instructions will be handled by specified individuals, your instructions are
accepted by us strictly on the basis that only David Scott Licensing Limited will be liable to you for
any losses, damages and costs suffered or incurred by you, directly or indirectly, as a result of
negligence (however arising), breach of contract, breach of duty (statutory or otherwise) or other
acts or omissions in the handling of your work, by whomsoever caused.
12.2 Unless otherwise agreed in specific circumstances, our liability in respect of all such losses,
damages and costs shall be limited in aggregate to the lower of (a) £1 million and (b) any figure
advised by us to you in our engagement letter.
12.3 We maintain professional indemnity insurance. The current limit of indemnity on the policy is
£1 million per claim.
13. Force Majeure
13.1 We will have no liability to you for loss, damage, claims or expenses to the extent arising from
matters which are beyond our reasonable control in connection with our work for you.
14. Jurisdiction
14.1 These terms of business will be governed by and construed in accordance with Scots Law. The
Scottish Courts will have exclusive jurisdiction in respect of any dispute arising out of or in
connection with these terms.