TERMS OF BUSINESS – AUGUST 2025
We are happy to help you with the matter described in the attached letter setting out the scope of our services (“Letter”). If no such letter has been issued, “Letter” means the e-mail or other communication sent by us at or shortly after the time when you first instruct us on a new matter setting out the scope of our services, the basis on which fees will be charged and/or other information. This document outlines our Terms of Business.
These Terms of Business are intended to ensure there is no misunderstanding between us.
1. INTERPRETATION
(a) Eden Legal Limited is a Limited Company (“the Company”) incorporated under the Companies Act 2006 registered in Scotland (SC452433). A list of Directors may be inspected at our registered office at Unit E3, Inveralmond Business Centre, 6 Auld Bond Road, Perth PH1 3FX. Our VAT registration number is 182441612.
(b) When we say ‘we’, ‘our’, or ‘us’, we mean Eden Legal Limited. When we say “you” and “your” we mean the client, including directors, officers and employees.
(c) Except as set out in the Letter or otherwise in writing signed by a Director of the Company, no person has power to vary or waive any of these Terms of Business.
(d) In the event of a conflict between these Terms of Business and the Letter, the Letter shall have precedence.
2. LIMITED LIABILITY COMPANY
The services we provide to you are provided by the Company, and you agree that your contract for our services is with Company only (and not with any of its directors, employees, or consultants). As much as the law allows, no individual employee or consultant of the Company is responsible to you or anyone else for the services we provide, whether or not you have appointed any of them to a specific office, for example, as an executor, trustee, or company secretary. To the extent such agreement is enforceable by law, you will not bring any claim in connection with the services provided to you by the Company against any employee, Director or consultant to the Company whether on the basis of contract, delict (including, without limitation, negligence), breach of statutory duty, or otherwise, but this will not limit or exclude the liability of the Company itself.
3. RESPONSIBILITY AND OUR TEAM
The Director responsible for this transaction will be outlined in the Letter. We place great emphasis on the personal relationship we establish with our clients. There will always be an identified Director who has overall responsibility for the services provided to you, designated as your ‘Client Director’. Where appropriate, your work may be delegated to another Director, Solicitor or specialist to ensure it is handled efficiently and economically. Although your Client Director may not be dealing with the matter personally, he or she will be kept fully informed on progress and will retain an overall view of your affairs.
4. CONTACTING US
Our office hours are 9am to 5pm, Monday to Friday. You can contact us by email, landline or mobile. If the person handling your work is unable to take your call, or if we are closed, you can leave a message with our voicemail service. We will always try to return any call within a reasonable time. We are also available to meet you outside office hours by prior appointment, either at the office or at an alternative mutually convenient location.
5. SCOPE OF OUR ENGAGEMENT
(a) The scope of our engagement for each transaction will be agreed between you and us from time to time.
(b) Our advice will be based on our understanding of the relevant law and practice at the time it is given. We only provide advice relating to the laws of Scotland. Any subsequent changes in law and practice may affect our conclusions. We are not obligated to update our advice for any subsequent changes in the law or practice.
(c) During our work on a transaction, we may provide you with drafts of documents, such as contracts or reports, for your review. You cannot rely on a draft until its contents have been finalised and confirmed to you in writing, even if we do not provide you with a final version. Multiple copies and versions of finalised documents may exist in different formats. In case of any discrepancy, a signed hard copy is definitive.
(d) We will not advise you about the taxation implications of the transaction (other than Land and Buildings Transaction Tax). We strongly advise you to seek the advice of your own Accountant regarding all tax consequences and implications of the transaction, including Corporation Tax, Income Tax, Capital Gains Tax, Inheritance Tax, Value Added Tax, Capital Allowances and the like.
(e) Our role is to provide legal advice and not (unless we agree with you in writing) to provide advice on the commercial or financial wisdom of any matter.
6. YOUR RESPONSIBILITIES
(a) It is your responsibility to:
(1) provide us with clear and timely instructions, information and documents;
(2) tell us about and provide, as far as you are able, all the information you are aware of that is relevant to the services you wish us to provide;
(3) notify us of changes in circumstances that may affect the matters we are advising you on; and
(4) pay us for the services we provide in accordance with the Letter and these Terms of Business.
7. INSTRUCTIONS
(a) Instructions to us should be in writing. We may accept oral or emailed instructions, but you must ensure we receive and understand them in good time before any deadlines. We are not responsible for instructions that fail to arrive. We may ask you to confirm in writing the terms of verbal instructions given to us. You must notify us immediately of any changes to your instructions. If someone else will give us instructions for you, we need written confirmation from you.
(b) Our services are provided to you only. Unless agreed otherwise in writing, no other party, including those associated with you, may use or rely on our services.
(c) If we act for more than one person, we assume that one person has the authority to instruct us on behalf of the others. All persons we act for are equally responsible for the instructions and payment of our fees and costs. If you do not understand this, please ask us to explain.
(d) If a private limited company gives us instructions, the Directors are jointly and severally liable with the company for payment of our fees, costs, and any interest, unless agreed otherwise in advance.
(e) We may communicate with you and others by email unless you instruct us not to. Emails are not secure and may be read, copied, or interfered with in transit. It is your responsibility to check for viruses on any attachments we send. We are not responsible for any risks associated with electronic communication.
8. CHARGES AND COSTS
(a) We calculate our fees based on the time our staff spend working on your case. This includes meeting with you and others, preparing and working on papers, correspondence (including emails), file management, compliance matters, phone calls, research, internal consultations, and travel. Time is recorded and charged in six-minute units at the applicable hourly rates. If a task takes less than six minutes, a full unit of six minutes will be charged.
(b) Our hourly rates are set and reviewed annually on 1st August. Our current hourly rates will be confirmed to you in the Letter. Fees are based on the current hourly rate of the person working on your matter and include standard postage and incidental expenses. In addition to fees, Value Added Tax (VAT) and outlays will be payable. We may charge higher hourly rates for particularly complex or expedited work. If that is the case, you will be notified in writing. Any changes to our hourly rates while your matter is ongoing will be confirmed to you in writing.
(c) Where possible, we will provide an estimate of the likely fees and outlays for your transaction. Estimates are based on our experience with similar transactions and may vary if the transaction becomes more complex, negotiations are prolonged, or the scope of your instructions change. The actual fee charged may be greater or less than the estimated fee. We will try to keep you informed of any such changes.
(d) You are entitled to request an independent assessment of our file by The Law Society of Scotland in terms of its Legal Fees Determination Scheme if you are not satisfied with the fee charged.
(e) During the course of the transaction, we may incur outlays on your behalf, which are paid to other organisations such as the Government and are not fees payable to us. We may request repayment of these outlays within 14 days of the date we pay them out on your behalf. Large outlays must be paid to us in advance. After the conclusion of a transaction we will normally issue a statement detailing all financial dealings, including any outstanding outlays. If your contact details are not current, we will dispose of balances according to the Law Society of Scotland Account Rules.
(f) We may need to pay money due to you or others by bank transfer. We charge £30 plus VAT for each electronic CHAPS or Faster Payment transfer to cover bank charges.
(g) We will charge you for travel, subsistence and accommodation costs incurred in connection with your matter.
(h) We may charge for photocopying and scanning required for your matter or requested by you.
(i) We will charge for the cost of sending letters, documentation, deeds or other items on your behalf, beyond standard postage costs. This includes courier charges, airmail, special delivery or signed-for postage services.
(j) We will charge for conference calls arranged through third party providers, except where we are not charged for such calls.
(k) We reserve the right to (i) charge interest at Bank of Scotland plc base rate plus 5% on amounts overdue for more than 14 days, (ii) charge an administration fee of £30 plus VAT for fees and outlays unpaid after 30 days, and (iii) stop working on your matter until full payment is made.
(l) Where we hold or receive sums belonging to you, we may deduct outstanding fees and outlays before sending you the balance.
(m) When you instruct us to make payments on your behalf, we require cleared funds in advance. If you do not understand this, please ask us.
(n) When selling property, we will deduct outstanding costs and fees from the sale proceeds as soon as possible after completion. When buying property, fees and costs must be paid by you by agreement, but no later than the date you become the owner.
(o) When acting in the sale of jointly owned property, unless advised otherwise, the proceeds will be divided equally between the joint owners.
(p) Please note that even if there are contractual arrangements to recover our fees in whole or in part from a third party, you are primarily responsible for payment.
(q) Personal Liability of Directors for fees –Directors of your company acknowledge that in the event of non-payment by the company or its winding-up, striking off, liquidation or administration, etc. they will become personally liable for all fees, VAT and outlays due to us.
9. CONFIDENTIALITY
(a) Information you provide to us, which is not already in the public domain, is kept confidential and will not be disclosed to third parties except in the proper course of business, unless authorised by you or legally required.
(b) We have reporting obligations under various laws, including the Terrorism Act 2000, the Proceeds of Crime Act 2002, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. In certain circumstances, we may need to disclose confidential information to the relevant authorities and may be prohibited from informing you. Anti-terrorism laws in countries outside the UK may also allow law enforcement and security agencies to access client data, including where we outsource services to entities whose ultimate ownership is outside the UK. We may need to stop providing services to you until authorised to resume by the relevant authorities. In such circumstances, we are not liable for any loss or damage you may sustain due to delays or our inability to continue providing services.
10. DATA PROTECTION
When we handle your personal data, we will follow all data protection laws. We will: (i) use your data only for legal compliance checks, risk assessments (including those under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017), providing our services, or any other purpose notified to you; (ii) maintain appropriate technical and organisational measures to prevent unauthorised or unlawful processing, accidental loss, destruction, or damage to your personal data; and (iii) comply with your reasonable instructions concerning the processing of your personal data. Further details can be found in our Privacy Notice, available on our website or upon request. This Notice contains information on how we collect and process personal data, what kind of personal data we collect, how long we retain it, who we share it with and your rights regarding your personal data.
11. CONFLICT OF INTEREST
In general, we cannot act for two or more parties if they have conflicting interests. We are not aware of any conflict of interest preventing us from acting on your behalf. If you know of any person or organisation for whom we have acted or currently act, or have a connection with, who may have a contrary interest to you, please inform us immediately. If such a conflict arises, you agree that we will decide, considering all applicable rules, best practices, and the interests and wishes of both you and the other client, whether we should act for both parties, one party or neither. Unless otherwise agreed with you, if you have not instructed us on a particular matter, we may accept an engagement in relation to that matter from another client, where applicable rules allow.
12. TRANSFER OF FUNDS
If the work we are carrying out for you involves a transaction with another client of this firm, and if the transaction requires transferring funds from you to another client, your acceptance of these conditions means you agree to us making the transfer within our books and ledgers.
13. PAYMENTS MADE TO YOU AND OTHERS
Some legal transactions are settled by way of a solicitors’ cheque. Solicitors’ Client Account cheques are protected by The Law Society of Scotland’s Guarantee Fund. According to The Law Society of Scotland accounting rules, solicitors must ensure all received funds have cleared before issuing a Client Account cheque. While a solicitors’ cheque given in settlement of a transaction is guaranteed, these funds are not cleared funds. Therefore, if we receive settlement funds from another solicitor by cheque, we will pay out the proceeds to you as soon as the cheque has cleared. Depending on the drawing bank, cheques can take up to five banking days to clear. Where money is due to you at the end of a transaction, payment can be made to you either by cheque or, if requested by you, by bank transfer directly to your bank account. We can only instruct a bank transfer if we have cleared funds. We will charge a fee of £30 plus VAT for this service.
We take security very seriously. If we need to make any payments to you, we will contact you separately by telephone to check that any payment/bank account details sent to us are correct.
Please be aware that we will NEVER write to you in the ordinary course to provide you with new bank account details for us or request to divert payments. Our bank account details will NOT change during a transaction, and we will NEVER advise you of any change in our bank account details by email. Any such correspondence should be immediately reported to your usual contact at the Company as it is likely to be fraudulent.
We strongly recommend that you telephone us on our usual contact number to confirm our bank details before instructing any transfer of funds to our account, especially if you have any doubts about our bank account details and ALWAYS if you are transferring larger sums. Please note that we will not be liable for payments being sent to the wrong bank account, whether as a result of fraud or simply due to your own mistake.
Our Client Account bank details for all payments to the Company are set out in the Letter, or available from us on request as required.
14. INTEREST ON SUMS HELD
Due to the administrative costs involved, our usual policy is not to place cash deposits in interest-bearing accounts. However, in accordance with the requirements of the Law Society of Scotland, we will place large sums that we hold for long periods in interest-bearing accounts. If you want us to invest funds in another Bank, please advise us in writing. If we pay interest to you, it will be paid gross, so you may need to pay tax on it. Depending on the amounts involved, the Company may receive interest on the amount lodged. Additionally, some professional searching firms offer commissions for volume business, and we may receive a small commission for business placed on your behalf.
We accept no liability if your money is lost due to a financial institution collapsing, provided we have deposited the money in accordance with the rules of the Law Society of Scotland.
The Financial Services Compensation Scheme (“FSCS”) covers deposits up to £85,000 per client, per authorised deposit-taking financial institution. This limit applies to you as an individual or entity, so if you hold other money in the same financial institution as the one we used for your deposit, it will be included in calculating the £85,000 limit.
Some financial institutions have several brands, so that the same one may trade under different names. You may wish to check with your financial institution, the Financial Services Authority or a financial adviser for more information.
If we make a claim on your behalf under the FSCS, we will need to disclose certain information about you to help them identify you and the amount you may be entitled to. Unless you advise us otherwise in writing, we will assume you consent to this disclosure.
15. MONEY LAUNDERING – OUR LEGAL REQUIREMENTS
As required by law, we have procedures to prevent Money Laundering. These include obtaining and updating satisfactory evidence of our clients’ identities. This must be provided before we can process any work on your behalf. We may require to obtain electronic verification of your identity from a commercial supplier, such as Amiqus, a secure and encrypted digital identity verification tool, and TransUnion, a credit reference agency.
By accepting our terms of business, you consent to such a check if we deem it necessary. Although this is not a credit check and should not affect your credit rating, it will be listed on your credit report as an ID search. We need to update this ID verification every three years. If we have acted for you in another matter within that period and obtained the necessary verification, we should not need to do so again unless the new matter continues beyond the three-year anniversary of the original instruction. In that event, we will need to carry out an updated verification. If we do not have satisfactory evidence of your identity, we cannot act for you.
Any documents provided to us will be recorded and copied for audit purposes as part of our Anti Money Laundering requirements.
The time spent carrying out these checks will be charged at the applicable hourly rate.
We are not allowed to do any work until we have verified your identity and address
Anyone who does any work for you before these checks have been carried out is committing an offence under the Money Laundering Regulations. You will appreciate this is not a risk we want to expose any of our staff to.
The 14 day Rule
To protect our staff from breaching the Regulations, we have adopted a 14-day rule. If we do not receive the necessary documents within 14 days, all work on your transaction will stop until the documents are provided.
Other effects of the Regulations include:
- We will not accept or make payments in cash.
- We cannot accept Bank Drafts.
- We can only accept funds from, or make payment to, a Bank account in your name with a UK Bank.
By accepting these Terms of Business, you agree that any cheque/CHAPS/BACS payment you make to us will be from a UK bank account in your name. You also agree that we will only make payments to a UK bank account in your name and no other account.
As part of our legal obligations to verify the source of any funds involved in any transaction, we will need to know details of your bank account (including sort code and account number) and where the funds have come from. Please do not be offended if we ask you for this information. If we cannot verify the source of any funds within 24 hours of receipt, we are obliged to return these funds to the relevant bank.
16. FINANCIAL SERVICES AND INSURANCE
If we are instructed to conduct incidental financial business, such as obtaining indemnity insurance or selling stocks and shares, our terms are as follows:
(a) The Company is licensed by The Law Society of Scotland to carry on incidental financial business activities. These activities are limited in scope. For example, investment advice will be obtained from a firm of stockbrokers. We will not comment on such advice.
(b) We will accept instructions from you for the sale of stocks and shares, including holdings of unit trusts and similar investments. In certain circumstances, we may accept instructions for the purchase of such investments, which will also be conducted through the same stockbrokers.
(c) The Company is covered by Professional Indemnity Insurance under the Law Society of Scotland’s master policy and the Scottish Solicitors Guarantee Fund. The current limit of indemnity on the master policy is Two Million Pounds. The Guarantee Fund has unlimited liability.
(d) The Company is not authorised by the Financial Services Authority under the Financial Services & Markets Act 2000.
(e) All commissions paid to the Company by any firm of stockbrokers conducting such incidental investment business will be credited to the Client account which we maintain on your behalf.
17. RETENTION OF DOCUMENTS
When requested, we will hold Wills, title deeds and other documents in safekeeping for you. We reserve the right to charge for this service and will notify you in advance of any such charges.
We are entitled to retain all files, documents and other papers we hold on your behalf until outstanding invoices have been paid.
18. DESTRUCTION OF FILES
In accordance with the guidance provided by The Law Society of Scotland, we will only retain your file for a limited period after the conclusion of your transaction, after which it will be destroyed without further notice or liability to you. We retain files for completed matters in electronic form for at least ten years, after which we may delete them and any related electronic documentation or communications. We will destroy the relevant paper file.
19. CANCELLATION OF CONTRACTS MADE AT DISTANCE OR OFF-PREMISES
The Company is bound by The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the Regulations). If you are instructing us as a consumer for a personal matter (not related to your trade, business or profession) and have entered into a contract with us either at a distance or off the Company’s premises, then you have the right to cancel that contract within 14 days if the Regulations apply to you. If you cancel the contract after requesting that we begin providing services during the 14-day cancellation period, you will pay the Company a proportionate fee for the services performed before your cancellation. If you request the performance of services, you have no right to cancel after the services have been completed.
20. TERMINATION
We reserve the right to cease acting for you, if we consider it appropriate to do so in accordance with our professional duties.
21. DISSATISFACTION
Our aim is to provide an efficient and friendly service, and we sincerely hope you will be satisfied with our work. If you are dissatisfied with any aspect, please discuss your concerns first with the solicitor working on your matter. If that would cause difficulty or embarrassment, please speak to a Director. If the matter cannot be resolved, you are entitled to refer it to the Scottish Legal Complaints Commission (SLCC) in Edinburgh. Complaints made to the SLCC must be made within three years of the service ending or the conduct complained about occurring. The SLCC can be contacted at:
Scottish Legal Complaints Commission
Capital Building, 12-13 St Andrew Square, Edinburgh EH1 2AF
Telephone: 0131 201 2130
Email: enquiries@scottishlegalcomplaints.org.uk.
22. LIMITATION OF OUR LIABILITY
Unless another limit is expressly agreed in writing, our maximum aggregate liability for any claim or series of related claims directly arising out of or in connection with services and advice supplied by us to you (whether due to breach of contract, negligence, or otherwise) shall not exceed Two Million Pounds (£2,000,000).
Subject to this overall limitation, our liability to you shall also be limited to the proportion of the loss or damage (including interest and costs) suffered by you, which is calculated after considering the contribution (if any) of you or any other person responsible and/or liable to you for such loss or damage. If you make a claim against us and wish to claim contribution from a third party, but that third party’s liability to you has been excluded or limited, thereby reducing the contribution you can recover from them, you will make an equal reduction in your claim against us. For this purpose, “reduction” and “contribution” includes 100% reduction or contribution.
Although we may be liable for direct claims, we shall not be liable for any indirect or consequential claims, losses or damages in connection with services and advice supplied by us, including without limitation for loss of business, profits, revenue, goodwill, reputation, interest or anticipated savings or tax reliefs. Nothing in these Terms of Business shall exclude or limit our liability for death or personal injury which cannot be excluded or limited by law.
Any claims from you against the Company in connection with the work carried out by us for you must be made in writing within three years of the date on which you became aware, or reasonably should have become aware, of circumstances giving rise to a potential claim against us.
23. OWNERSHIP OF WORK
The intellectual property rights in all products of our work while providing the services to you will be, and will remain, the sole property of the Company.
24. REGULATION
We are regulated by the Law Society of Scotland and we comply with the Standards of Conduct Practice Rules for solicitors in Scotland (www.lawscot.org.uk).
25. ANTI-BRIBERY POLICY AND PROCEDURES
We comply with the requirements of the Bribery Act 2010 and have policies and procedures in place to prevent bribery.
26. ENTIRE AGREEMENT
The Letter and these Terms of Business represent the entire agreement between you and us regarding this engagement. By agreeing the Letter (or instructing us after receiving it), you acknowledge that the Letter and these Terms of Business have been carefully reviewed and understood and you agree to be bound by all their terms and conditions. You also acknowledge that the Company has made no representations or guarantees regarding the outcome of your matter or the time necessary to resolve it. No change or waiver of any provisions of the Letter or these Terms of Business shall be binding unless in writing and expressly agreed by both you and the Company.
27. GOVERNING LAW AND JURISDICTION
These Terms of Business are governed by Scots law. You and the Company submit to the non-exclusive jurisdiction of the Scottish Courts.
A full copy of our Terms of Business can also be downloaded here: Terms of Business