Hutcheon Rattray & Company Standard Terms of Engagement

Good Communications
At any one time, there may be several team members working on your transaction. Overall responsibility for the transaction rests with the Partner responsible for issuing the attached letter and whose initials or name will appear thereon, but the day to day progress of the transaction will often be handled by another team member. At the outset of your transaction you will be given our best estimate of the course the transaction will follow.

As your agents, we can only act on the information and instructions you give to us. You can instruct us either verbally or in writing, although we may ask you to confirm your instructions in writing or we may write to you confirming our understanding of your instructions. You should not assume that we have knowledge of your personal circumstances. If there is any change to your instructions, you must notify us immediately.

If, at any stage in the transaction there is anything concerning you about what has happened, what may happen or what has not happened please contact us. In all likelihood we will be in a position to provide you with details immediately, if not we will come back to you with an answer. Please do not hesitate to contact us.

Policy on Fees and expenses
It is the Firm's normal practice to agree a fee basis, including timing and method of payment, for the particular transaction with clients before any work is carried out on the transaction. If a Fee Estimate for the current transaction is attached to this agreement, the fees shown are based on our best estimate of the work involved in completing the current transaction.

Except in so far as specified below our fee will be arrived at by totalling the amount of time we spend dealing with your transaction plus, where appropriate, a Risk and Responsibility factor. Our fees are subject to VAT at the prevailing rate. The hourly charge out rate for each of our personnel is currently as follows:

Each Partner of Hutcheon Rattray & Company         £150 + VAT per hour
All other Legal Personnel                                        £120 + VAT per hour

These hourly rates are reviewed annually and the new rates take effect from the 1st of January in each year. We will advise you, in writing, of any changes to these rates.

You are liable for expenses normally and properly incurred in a transaction of this type. By acceptance hereof you give your consent for us to incur and settle these expenses.

Sometimes we may need to employ non - Hutcheon Rattray & Company personnel to do work on your behalf, e.g. surveyors, accountants, other solicitors or anyone who has the necessary skills required to progress matters. If this is required you will be liable to settle their fees and expenses and you hereby authorise us to settle their fees and expenses from any funds we hold on your behalf.


Risk and Responsibility Factor
The figure arrived at by totalling the time spent may be increased by a “Risk and Responsibility” factor. This reflects the complexity and difficulty of the transaction, the urgency with which you want it carried out, the value of any money or property involved, the skill or specialist knowledge required, the risk and responsibility we are required to shoulder on your behalf and anti-social hours involved in looking after this transaction for you. Usually this will be 0.5% of the value of the money or property involved.

Whether a transaction merits a Risk and Responsibility factor and what is a fair and reasonable percentage to be applied will be determined by a suitably qualified Scottish Law Accountant or Auditor of Court. In all cases we reserve the right to choose to have our fee assessed independently by either a Scottish Law Accountant or Auditor of Court. In such cases the Law Accountant’s or Auditor’s fee will be treated as an outlay for which you will be responsible.

The policy set out above applies to all transactions but it may be specifically amended if the work to be undertaken falls into one of the following special categories:

Executry Estates
If applicable see attached section headed “Executries”

If there is a property to be sold or transferred, any Estate Agency or conveyancing work undertaken by this firm will be charged separately and in addition to the fee charged for administering the executry estate.

Administrating Powers of Attorney and Trusts
If applicable see attached section headed “Powers of Attorney/Trusts”

A fee based on the factors set out in the schedule will be charged at least annually. A final fee and any outstanding outlays will be settled immediately before the conclusion of all work in connection with the Power of Attorney or Trust administration.

By your acceptance hereof you agree that we can settle such fees from any funds we hold.

If there is a property to be sold or transferred any Estate Agency or conveyancing work undertaken by this firm will be charged separately and in addition to the fee charged for administering the Power of Attorney or Trust estate.

Estate Agency
You agree that Hutcheon Rattray & Company shall be the sole and exclusive selling agents in the sale of the Property. We undertake to market the Property and to attempt to secure the best sale price.

The selling fee payable to Hutcheon Rattray & Company, subject to any additional charge for accompanied viewing, shall be the percentage of the sale price (the price of the heritable Property and any movable items sold therewith) shown on the attached fee estimate plus VAT. The selling fee becomes due to us when a Contract for the sale of the Property is concluded or settled, whichever happens first.

You will be liable to pay Hutcheon Rattray & Company for all advertising charges and other expenses incurred by us on your instructions in connection with the marketing of the Property.

If you withdraw the Property from the market no additional fee is payable but you will, within 7 days of your instructing us to withdraw the Property from the market, re-imburse any expenses incurred by us on your behalf.

Hutcheon Rattray & Company will advertise the Property as instructed by you and will pay any advertising accounts on your behalf. You will require to reimburse us from time to time when requested.

You will pay the balance of any outlays and our selling fee at the date of entry for the Property and by your acceptance hereof you agree that this Agreement shall form an irrevocable Mandate for payment of the said selling fee and outlays to Hutcheon Rattray & Company at the date of entry from the net sale proceeds of the Property, by the Solicitor acting on your behalf whether or not this is Hutcheon Rattray & Company.

If at any time a Contract is concluded for the sale of the Property (whether or not such a contract is subject to any suspensive or other conditions) with a purchaser introduced by Hutcheon Rattray & Company during the period we were marketing the Property for sale or with whom we had negotiations about the Property during that period or with a purchaser introduced by another agent during that period then you will be liable to pay our full selling fee plus VAT.

If there is more than one seller then each of you is jointly and severally liable to pay the whole amount due to Hutcheon Rattray & Company.

You confirm that you will notify us immediately of any faults or problems that develop with the Property or any of the fixtures and fittings that are to be included in the sale.

The Solicitors Property Centres throughout Scotland collate house sale prices in order to produce statistics relating to the local housing market and by your acceptance hereof you authorise us to disclose the price to the Property Centre through which your Property is advertised for sale.

Property Letting and Property Factoring Service
If this applies you will receive separately a fee estimate detailing the work to be done, the fees and expenses due and when these are payable together with, if applicable, our standard Property Factoring details which sets out what we do for the properties we factor on your behalf.


Payment of fees
Except as otherwise detailed in this agreement, all fees payable to Hutcheon Rattray & Company and any expenses due in connection with a transaction will be settled at the latest on the day of completion of the transaction. If the transaction is a property sale and there will be surplus funds, we will deduct all such fees and expenses from the proceeds of the sale before remitting the free proceeds to you. For on going matters or transactions that are likely to last for more than 3 months we may render interim fees. We reserve the right to withdraw from acting for clients where the terms of this agreement are not adhered to.

Arbitration
If any dispute arises between the parties in relation to the level of fee charged, the same shall be referred to the amicable decision of a suitably qualified Scottish Law Accountant or Auditor of Court, acting as an Arbiter, to be appointed by Hutcheon Rattray & Company, the decision of such Arbiter to be final and binding on the parties notwithstanding the terms of the Administration of Justice (Scotland) Act 1972.

The Arbiter can fix a fee higher or lower than the fee charged. If it is lower, then we will pay the expenses of the Arbitration and reduce our fee accordingly. If the Arbiter fixes a higher fee or confirms the fee as charged, then you will be responsible for any increase in the fee and the expenses of the Arbitration.

Cleared funds
The Law Society of Scotland, who are our governing body, have issued guidelines to all solicitors on the question of cleared funds. At the heart of the problem is that any cheque is not actually money, it is only a promise that the Bank will pay money in exchange for the cheque. The way that the bank clearing system works means that it can take up to 5 banking days for the promised money to be deposited in our bank account. If the firm were to send out a cheque on the strength of an uncleared cheque and, for whatever reason, the uncleared cheque does not clear, this could lead to the firm being closed down by the Law Society.

In light of this guideline, we have had to implement stringent standard procedures for all transactions that cannot be departed from. These are:-
  • If we receive funds by cheque, whether from you or from the mortgage lender, we will need that cheque no later than 5 banking days prior to the completion date.
  • Before we send out any free proceeds of sale, the cheque received from the purchaser’s solicitors must have cleared in our account. This can take up to 5 banking days.
  • As soon as funds are cleared in our account the free proceeds of sale will be sent to you by cheque.
Confidentiality
Neither the firm nor any of it's employees will disclose to any person any information relating to the business you have entrusted us with, except, of course, as required in the proper conduct of that business.


Money Laundering
Hutcheon Rattray & Company is obliged by law, along with all other solicitors, to comply with all civil and criminal legislation currently in force. This includes the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003. These require us to undertake identity checks on all clients and, notwithstanding any confidentiality issues (subject to “privileged” circumstances), to report to the authorities any transaction or activities we regard as “suspicious”.

We are obliged to ask you to provide identification evidence. The regulations allow us to start work on your behalf but we must have the necessary documents within 7 days. If we do not receive them from you within 7 days, we have to stop all work on your transaction until the documents are produced.

Termination of appointment
Either of us may terminate our professional relationship at any time by giving written notice to the other. We hope that this will not happen but if it does, you will pay us all fees and outlays and expenses incurred prior to such termination and due to us in accordance with these Terms of Engagement, 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. Where Hutcheon Rattray & Company markets your property for sale we are entitled to be paid the Estate Agency fee if the eventual purchaser’s interest in your property originated prior to our agency being terminated. Upon payment, we will deliver the originals or copies of all deeds and documents belonging to you.

Acceptance of terms of engagement
By your continuing to instruct us you will be deemed to have accepted these Terms of Engagement. These foregoing standard terms, as amended by any separate agreement, will govern the current transaction and any subsequent transaction that commences within the next 12 months.

Complaints and feedback re levels of service
If you have any reservation or complaint about the service delivered to you please contact Kevin Rattray whom the Firm has appointed as Complaints Officer to adjudicate on any such matters.

However, if that would cause you difficulty or embarrassment, please speak to Alexander Hutcheon.

Ownership of the intellectual property rights in work produced while we act on your behalf.

It is very rare that a complete transaction is unique and original. Usually large parts of the letters, contracts, other documents and advice are produced from documentation or knowledge we have accumulated over many years. We will copy all and any documents to you but all intellectual property rights in the documentation remains the sole property of Hutcheon Rattray & Company.

GENERAL BUSINESS
In calculating the final fee the following factors will also be taken into consideration, the value of any money or property involved, the complexity and difficulty of the matter, the skill or specialist knowledge involved, the degree of urgency and commission on cash transactions as applicable.

The hourly rate will be broken down into units of 6 minutes. Letters and documents will be charged as follows:-
Letter per page of 125 words 1.25 units
Acknowledgements 0.5 unit
Drawing deeds and contractual documents per sheet of 250 words 5 units
Other documents (or documents prepared from a pro forma or style) per sheet 3 units
Revising documents will be charged at half the appropriate drawing fee
Telephone calls as per hourly rate – minimum charge (apart from formal calls acknowledging/confirming – charged as acknowledgements above) 1 unit

EXECUTRIES
Our charges are based on the time spent dealing with the administration of the estate plus a percentage of value of the Estate and of the funds intromitted with, the maximum percentage charges are as follows:-
Moveable Estate 0.5%
Transfer of Heritage by Disposition 0.5%
Transfer of Heritage by Docquet on Certificate of Confirmation 0.25%
Realising Capital 1.5%
Realising Capital for reinvestment 0.75%
Investing Capital 0.75%
Collection of income 5%

The hourly rate will be broken down into units of 6 minutes. Letters and documents will be charged as follows:-
Letter per page of 125 words 1.25 units
Acknowledgements 0.5 unit
Drawing deeds and contractual documents per sheet of 250 words 5 units
Other documents (or documents prepared from a pro forma or style) per sheet 3 units
Revising documents will be charged at half the appropriate drawing fee
Telephone calls as per hourly rate – minimum charge (apart from formal calls acknowledging/confirming – charged as acknowledgements above) 1 unit

POWERS OF ATTORNEY/TRUSTS
Our charges are based on the time spent dealing with the administration plus a percentage of the funds intromitted with throughout the period of the account. The maximum percentage charges are as follows:-
Realising Capital 1.5%
Realising Capital for reinvestment 0.75%
Investing Capital 0.75%
Collection of income 5%

The hourly rate will be broken down into units of 6 minutes. Letters and documents will be charged as follows:-
Letter per page of 125 words 1.25 units
Acknowledgements 0.5 unit
Drawing deeds and contractual documents per sheet of 250 words 5 units
Other documents (or documents prepared from a pro forma or style) per sheet 3 units
Revising documents will be charged at half the appropriate drawing fee
Telephone calls as per hourly rate – minimum charge (apart from formal calls acknowledging/confirming – charged as acknowledgements above) 1 unit