Terms of Appointment

Macdonald Henderson Limited (t/a Macdonald Henderson) ("the Company") aims to provide you with a high quality of service which:

• Identifies your true objectives;
• Offers sound legal advice and commercial guidance;
• Provides prompt and efficient replies;
• Offers accessibility at reasonable times; and
• Gives clear and understandable advice.

The Company believes that its clients wish to have:

• Continuity of Director responsibility;
• Good communication;
• Clarity as to which services are being provided by others;
• Clear financial arrangements;
• Comfort were negligence to arise;
• Their business kept confidential;
• Knowledge as to their right to withdraw instructions;
• Control over their files and documents.

These points are covered in the following terms of appointment.

Continuity of Director Responsible

1. The Director in charge of the work will remain in charge unless the clients agree otherwise. Likewise any associate or assistant assisting the Director will remain involved in the transaction unless the clients agree otherwise. If the client has any difficulty with the associate / assistant, he should address the Director immediately.

Communication

2. The Company will keep its clients fully informed about the work and will:

2.1 do all it reasonably can to give its clients, their consultants and other advisers sufficient notice of all information required in connection with the work undertaken on their behalf;

2.2 provide its clients and their other advisers with all information they require as speedily as possible; and

2.3 ensure in so far as it can that its clients are kept fully informed of any cause for concern, in particular any anticipated interference or delay in respect of the work.

The clients for their part, accept a reciprocal obligation to provide the Company with information, and to advise the Company if there is any aspect of the service with which they are unhappy as soon as practicable. In this way, both parties can work towards a speedy resolution of any difficulty.

External Services

3. On certain occasions there may be legal elements of the transaction which are best dealt with by sub-contracting. This will only occur with clients’ approval. The client will assume responsibility for those services and for payment for those services.

Financial

4.1 Charges

It is the Company’s normal practice to agree a fee basis, including timing and method of payment with clients in advance. Where no specific fee is agreed, the Company will charge the client on a time basis for all time charges logged in the Company’s detailed time recording system. The hourly rate will vary between Director, Associate, and Assistant, but as a rough guide, a Director will charge out at £200 per hour, an Associate at £160 per hour, an Assistant at £140 per hour, a Trainee at £100 per hour, and a Paralegal at £90 per hour, all exclusive of VAT. Any estimate that may be given will be a probable fee, based on the Company’s experience. If the work turns out to be more complicated or takes longer than anticipated the Company may increase the estimate to take account of this and will endeavour to inform the client of such increase as soon as reasonably possible. In general, no additional charge is made for correspondence or preparation of documents on the basis that the time charges logged will cover the preparation of same. In the absence of any agreement to the contrary, the Company will expect any fee rendered to be paid immediately, and certainly within thirty days of the date of issue. The fees exclude expenses and disbursements.

4.2 Disbursements

Air, rail or taxi fares will be charged at cost. Hotel charges and meals will also be charged at cost but only with the prior approval of the client and when such costs cannot be reasonably avoided. Bulk mailing, long distance telephone calls and delivery charges will also be charged at cost where appropriate. Other disbursements including stamp duty, land registration fees, company registration fees, search fees, court fees and the like, the Company will endeavour to notify the client in advance where possible and will be charged at cost. The Company reserves the right to invoice all out of pocket expenses when incurred. These are payable upon receipt of invoice. Where Counsel is instructed, the Company will endeavour to agree with Counsel in advance the appropriate fee for the transaction, and the client is liable to pay Counsel’s fee to the Company as soon as Counsel’s fee is received.

4.3 Costs in Litigation

If the client is successful in Court, they may be entitled to receive a contribution towards their costs from the other party. If the client is unsuccessful they may have to make a contribution to the other party’s fees. In either event the charges of the Company are payable upon delivery of invoice by the Company and not conditional upon recovery from any other party.

4.4 Additional Work

In the event of any change of instruction, extra work, or alteration to the agreed work for any reason, then the clients will pay the Company a fair and reasonable additional amount for the extra work performed.

4.5 VAT

VAT is charged at the current rate on all fees and on such disbursements as bear it.

4.6 Payment

Payment of fees is due forthwith after issue of the invoice save where funds pass through the Company on completion of a project in which case the Company will have the option to require payment on completion, by deduction from sums received. The Company may require confirmation of the clients ability to fund a transaction and a deposit or payment to account may be required. The Company reserves the right to impose a monthly surcharge of 3% over the base lending rate of the Royal Bank of Scotland plc on outstanding sums. The Company also reserves the right to withdraw from acting for clients if payment of fees is overdue. Where an invoice has been issued for a modified fee and the fee remains outstanding for a period in excess of thirty days, the Company reserves the right to issue a new fee note for the work with removal of the modification. Where assessment of a fee by an Auditor of Court or Law Accountant becomes necessary the Company will be entitled to recover any charge for such an assessment in full from the client.

4.7 Limited Companies

Where the client is a limited company the Company acts on the basis that all directors of the company are liable jointly and severally for the fees and disbursements for all work carried out by the Company on behalf of the company. This applies irrespective of when a director may be appointed to the company. Joint and several liability of the directors of the company will apply whilst a fee is outstanding to the Company for work carried out on behalf of the company, and whilst the terms of the Letter of Appointment apply, as aftermentioned.

Insurance

5. The Company undertakes to maintain professional indemnity insurance for a sum not less than a reasonable estimate of the level of liability being assumed by the Company on the project. The Company will advise clients of any material change in this position and shall supply details of cover on request. Because of the high level of insured compensation available, all liability in respect of any claim or claims in excess of that figure is excluded. If the client feels that any particular matter would benefit from increased cover, this should be discussed with the Company who may be able to make special arrangements in specific cases. The Company will not accept liability for delays or losses arising as a result of deficient instructions received from the client or circumstances beyond the reasonable control of the Company.

Confidentiality

6. The Company will not disclose to any person any confidential information relating to the clients’ interest or to the work undertaken on behalf of the client, except in the proper course of its duties or unless ordered by an appropriate Court or required by Statute. The Company may, unless otherwise notified by the clients in writing, refer to the fact that it represents the clients and to the work for marketing or publicity purposes.

Termination

7. The clients or the Company may terminate the appointment at any time by notice in writing. In this event the clients will pay to the Company a reasonable fee for the services performed in accordance with the terms set out earlier. The Company, upon payment of all fees then due by the clients, will return to the clients on request all papers and other items belonging to the clients (subject to the Company's right to retain copies).

Ownership and Storage of Documents

8.1 All materials and documents prepared for the clients will be held to their order subject to full payment of fees.

8.2 Files held by the Company on behalf of clients may be destroyed after five years or, after giving the clients the opportunity to remove them, earlier if appropriate.

8.3 If the Company retrieves papers or documents from storage in relation to continuing or new instructions to act in connection with affairs of the client, there will not normally be a charge for such retrieval. However, the Company may make a charge based on the costs for retrieval of the file from storage and time spent producing stored paper or documents to the client or another at the request of the client. The Company may also charge for reading, correspondence or other work necessary to comply with instructions given by the client or on behalf of the client.

Complaints

9. If you have any reservation or complaint about the service delivered to you please contact Morinne Macdonald whom the Company has nominated as the complaints partner for the Law Society of Scotland.

Continuity of the terms of the Letter of Appointment

10. Following the initial instruction to the Company by the client, the terms of the Letter of Appointment, issued to the client, will continue in force throughout the duration of representation by the Company on behalf of the client. The Company will not issue a Letter of Appointment for the work carried out by the Company on behalf of the client for each individual matter. The terms of the Letter of Appointment will continue to apply for all work carried out on behalf of the client throughout the duration of representation by the Company, irrespective of the period of time elapsed between each transaction. A new Letter of Appointment will only require to be issued to the client for any new instructions for work following cessation of representation by the Company. Cessation of representation by the Company will only occur following either (i) written notification to the Company, by the client, of termination of their appointment as their representatives, or (ii) written intimation by the Company or their withdrawal from representing the client. Upon cessation of representation the terms of the Letter of Appointment will cease to have continuing effect for any further instructions by the client and a further Letter of Appointment will require to be issued, if appropriate.

Your continuing instructions will amount to acceptance of the foregoing terms of appointment, however, please acknowledge safe receipt of this letter by signing and returning to us the duplicate copy enclosed herewith. Signature by one authorised signatory will bind the clients to the terms hereof.

Yours faithfully

FOR AND ON BEHALF OF MACDONALD HENDERSON LIMITED