Terms of Business

These Terms of Business set the standard terms and conditions which apply when you (“you”) instruct us to act on your behalf in conjunction with our attached letter of engagement and the fee quote(s) that we issue. 

Please check our website (see www.mbmcommercial.co.uk/terms-conditions#StandardTermsofBusiness) for the most up to date version of our Terms of Business. These Terms of Business form part of our contract with you along with our engagement letter and each separate quote document which we agree with you for each specific matter you instruct us on (“Quote”). These are referred to collectively as “our Engagement Terms”.

1.  WHO ARE WE?

MBM Commercial LLP (“MBM”, “we” or “us”) is a limited liability partnership registered in Scotland, number SO330552 with its registered office at Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh EH4 2HS and with offices in Edinburgh and London.

We are authorised and regulated by the Law Society of Scotland (20613) and the Solicitors Regulation Authority (563609) as a multi-national practice. We have lawyers (being either partners, employees or consultants) admitted to practice in Scotland, England/Wales and various states of the USA. We also have a number of consultants including trademark attorneys, patent attorneys and experts in regulatory compliance. Our patent attorneys are subject to regulation by The Intellectual Property Regulation Board.

2.  OUR DUTY OF CARE AND WHAT WE DO AND DON’T DO

The scope of our engagement is described in our Engagement Letter and Quote(s). We represent only the entity or individuals specifically stated in the Letter of Engagement. We will give you proper professional skill, care and attention and we will not act for you if it is not in your best interests. We will not be responsible for advising on the accountancy or tax implications of any work undertaken by us from time to time. We recommend that you seek appropriate advice from tax advisers, accountants and other professional advisers. We also recommend that for any investment deals where a particular tax relief (e.g. EIS, SEIS or VCT relief) is sought, you ensure that clearance is obtained from HMRC in advance with the help of a specialist tax adviser. If we give you any guidance on tax or accounting related issues that is not expressly covered in our Letter of Engagement or Quote(s) this is only informal guidance and not advice which you can rely on. As such you must seek separate advice from a specialist tax adviser or accountant (as appropriate). Unless otherwise expressly agreed with you, the work that we undertake will not include monitoring or reminding you of warranty periods or other notice periods or deadlines. In most instances, our advice will either relate to the law of Scotland or the law of England and Wales but where one of our lawyer’s competencies extends to the law of other jurisdictions and we have agreed to do so in the Letter of Engagement or Quote(s), we will advise as provided therein. All legal advice and correspondence given by a partner, solicitor, consultant or other member of staff of MBM is given for and on behalf of MBM unless otherwise stated.

3.  OUR DUTY OF CONFIDENTIALITY

Confidential information about you and/or your business will not be disclosed to any other party without your permission, except in a situation when we are legally compelled to do so. It is important that you keep all aspects of your communications with us confidential and what we tell you is generally protected by legal professional privilege. As the privilege could be deemed to have been waived if someone other than the client sees the privileged material, we recommend that you keep all of our statements/correspondence in a separate file and keep the file in a secure place. We are occasionally audited by the Law Society of Scotland, the Solicitors Regulation Authority and other applicable regulators and client files may be selected and reviewed for audit purposes.

4.  DELIVERY OF OUR SERVICES

We believe that effective communication with our clients is fundamental to providing a high-quality service. We will normally communicate with you by email, phone and video call but will use other forms of communication where appropriate. If you have any preference, then please let us know. Please carefully note the security arrangements in the paragraph below headed “Security” that are also relevant to the delivery of our services.

5.  INSTRUCTIONS

You will provide us with clear, honest instructions, disclosing fully and accurately all relevant facts, keeping us informed of all developments relating to the matter and asking questions about anything you do not understand. We would also ask that you deal promptly with any queries or requests for information, let us know if there are any important time limits which we should be aware of, be available to attend meetings, conferences, hearings and other proceedings on reasonable notice, and stay reasonably informed on all developments relating to the matter. We will rely upon information and guidance you provide to us. We will keep you reasonably informed of progress and developments and respond to your enquiries.

If we are acting for more than one person (e.g. business partners or husband and wife) we may take instructions from one person on behalf of the other(s) who will all be fully liable for any actions taken or fees incurred on a joint and several basis. You should also advise us if we are able to take instructions or authorisation from anyone other than yourself. If we are selling a property or business, you must tell us about all mortgages, standard securities, charges or inhibitions affecting you or the relevant property or business.

We are in a number of instances bound by the ethical guidelines of various regulatory authorities and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines where they apply to us.

6.  OUR OFFICE HOURS

Our normal office hours are 9 a.m. to 5 p.m. each weekday (excluding bank and public holidays in London and Edinburgh). Arrangements can be made to see you outside these hours if necessary and messages can always be left on our voicemail and answering machine or sent to us by email. We will endeavour to respond to any message as soon as possible. If you instruct us to work outside normal working hours then we reserve the right to charge an appropriate uplift on the standard hourly rate of the relevant solicitor, consultant or member of staff being asked to work, depending on the circumstances.

7.  PAPERS AND CORRESPONDENCE FILES, STORAGE COSTS & OUR LEGAL RIGHT OF LIEN

At the conclusion of a particular item of work, we will normally send you any original signed contracts or documents or other papers (e.g. share certificates) to you for safe keeping. Please note that postal services are at times unreliable, and we cannot be responsible for any items which go missing as a result of the postal system. If you ask us to send out documents to you and/or other relevant parties by recorded delivery post, then we shall be entitled to charge you for these costs. If you instruct us to store original signed contracts or documents or other papers please note that (i) these shall be stored in secure premises but not in fire-proof conditions and (ii) we shall be entitled to charge you for such storage and we shall notify you of any charges to be made (whether before such storage takes place or at any time in the future).

We are required to retain correspondence files for up to 10 years and as a result we charge a correspondence file storage fee of £30 plus VAT to cover our costs for doing so. We have electronic filing for most of our files and by instructing us you agree to having your records and correspondence with us stored in such format. If you would like more information about this then please let us know.

Please also note that we have the right to retain your correspondence files, papers and documents (in whatever format) until our fees, including any late payment fees or interest, are paid. If we ever receive a mandate from you to transfer your correspondence files, papers and documents to a third party then you agree that this may be done by us in any format (which normally will be in electronic format given that we have electronic filing for most of our files).

8. OUR COPYRIGHT POLICY

Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, and we assert our moral rights. However, the fee you pay for our work permits you to make use of that material for the purposes for which it is created.

9.  OUR FEES

Unless otherwise agreed with you, prior to beginning any specific items of work for you from time to time we shall endeavour to provide your business with an estimate or fixed fee quote in a fee quote). Please note that this may be difficult to do at times if the scope of the work is not clear or if the request for the work is urgent. In the absence of a Quote or other correspondence from us in writing or by email which details an agreed feeing arrangement, our fees in connection with any work instructed by you from time to time will be charged on the hourly rates of the relevant solicitor, consultant or member of staff. Copies of the hourly rates applicable at any one time for all solicitors, consultants and members of staff of MBM are available on our website at www.mbmcommercial.co.uk/fees or can be obtained on request. Unless otherwise expressly agreed with you in a Quote, (i) we shall not provide our services on a contingent fee basis, and (ii) if any matter that we are working on does not proceed to completion then we shall then be entitled to invoice you immediately for all work carried out up to that date at our standard charge out rates (provided this does not exceed any fixed fee where we have agreed one with you).

Where we agree a fixed fee (as detailed in our Quote), this will be based on two assumptions: (1) the structure or complexity of your business will not change to any material extent; and (2) no material work will be required beyond what was anticipated at the time the fixed fee was issued. We reserve the right to revisit and increase any fixed fee quotes if any of these assumptions turns out not to be the case. If this happens we will provide another fixed fee quote. You will be deemed to have accepted the new fee unless you let us know to the contrary within 5 working days of having received notice of this from us. If you inform us within 5 working days that the additional fee is unacceptable to you, we shall then be entitled to invoice you immediately for all work carried out up to that date at our standard charge out rates, notwithstanding that your business has not been completed.

Where we give you an estimate or quotation, it is an estimate or quotation only, not a fixed fee. The fee we will charge you will be the time taken by the relevant solicitor, consultant or member of staff acting on your behalf, multiplied by their hourly charge out rate. However, if we become aware that the work required to complete your business will exceed our estimate or quotation, we will let you know as soon as possible and provide you with a further estimate or quotation to cover the additional work considered necessary to conclude your business.

Where our fees are based on hourly rates, these hourly rates will be in line with the hourly rates which are published from time to time on our website or as otherwise notified to you. Please note that different hourly rates may apply for different types of work or transactions, for different types of legal qualification and different geographical locations.

Where we undertake any work for you without a specific fee arrangement in place, such as for general ad hoc advisory work where there is no clear scope of work, we will undertake such work on a “pay as you go basis” in accordance with the standard hourly rates of the relevant member of personnel (Please see https://www.mbmcommercial.co.uk/instructing-us).

In some transactions third parties may be liable to you to pay or contribute to your costs. As our client you are nonetheless responsible for our costs. We will account to you for any sum that is received from the third party.

10.  OUR OUTLAYS / DISBURSEMENTS

In addition to professional fees, we will ask you to pay for any outlays/disbursements, significant photocopying charges, courier charges and other out of pocket expenses incurred on your behalf and also travelling time (including in relation to all work undertaken by us in relation to any mandate to transfer the correspondence files, papers and documents to a third party). We will either ask for a sum on account before any such charges or expenses are incurred or will invoice you immediately afterwards. Please note that we only prepare “Completion Bibles” that are in electronic format and available for transfer to you by our electronic file sharing facility. As already noted we also apply a standard charge of £20 plus VAT for carrying out an identity check (which we are obliged to undertake) and a correspondence file storage fee of £30 plus VAT (due to our obligations to store correspondence). For assisting with standard and advanced electronic signatures we use DocuSign and apply an outlay charge of £10 plus Vat per DocuSign e-signature envelope. Due to the complexity of setting up and using qualified electronic signatures we will provide a separate outlay charge for dealing with these.

11. OUR INVOICES

Our invoices are payable on receipt. In the event of non-payment within 14 days we shall be entitled (at our absolute discretion) to charge you interest on the outstanding amount at the rate of 8% above the Royal Bank of Scotland base rate applying at the time, calculated on a daily basis (from the due date) and compounded monthly. We shall be under no obligation to carry out any further work for you until outstanding invoices (and applicable late payment fees or interest) have been paid in full. We shall also be entitled to set off any fees (and applicable late payment fees or interest), expenses and outlays due to us against any credit balance or deposits held on your behalf before sending you the balance. Unless otherwise agreed with you in our Letter of Engagement or Quote, (a) we will charge for our work on (i) completion of the relevant matter, (ii) a monthly basis, or (iii) when the relevant work in progress reaches £1,000, whichever is the sooner; and (b) all invoices shall be made out to your business, or you, if you are instructing us as an individual. Any payment you make to us on account of costs or any sum received by us on your behalf which is not received for a specific purpose, may be set off against any invoice (interim or final) issued to you by us.

12.  INTEREST ON CASH DEPOSITS HELD BY US

We are committed to compliance with our obligations under the Law Society of Scotland Practice Rules and SRA Standards and Regulations. Any money received on your behalf will be held in our client account. The client account will hold pooled amounts for our clients. These are held on an instant access account to facilitate transactions.

We will not ordinarily place cash deposits on a designated interest-bearing deposit account. We will only transfer funds to a designated deposit account on request and where, in our opinion it is equitable to do so, taking into account amongst other factors, the administrative cost of doing so. If we do hold money in a separate designated deposit account on your behalf, we will account to you for all the interest earned on that account. Unless otherwise agreed, where funds have been held in our client account merely to facilitate a transaction and there have been no undue delays to that transaction, we will not ordinarily account for any sum in lieu of interest earned on those funds.

We will retain interest paid to us by the bank on the aggregate of all client money held in the general client account. A sum in lieu of interest due (if any) may be calculated on the completion of your instruction / return of monies to you, or where again, in our opinion it is equitable to do so, taking into account amongst other factors, the administrative cost of doing so. Any such sum will be added to the balance due to you where appropriate. Any interest or sum in lieu of interest will be calculated and paid by reference to applicable rates over the period for which we hold cleared funds. Unless otherwise agreed, where we are conducting more than one matter for you, balances will not be aggregated for calculation purposes.

We reserve the right to set off any interest due to you against any amounts due to us by you.

Please be advised that you are unlikely to receive as much interest as you might have been obtained had you held and invested the money yourselves or via a third party. The rate of interest we receive and are therefore able to pass on, can be lower than the Bank of England base rate and other investment rates available. In the event that the calculated total interest accruing to you for the duration of a matter is less than £150.00 then no interest will be paid to you on the basis that it is a de minimis amount. The threshold of interest for payment will be reviewed at regular intervals by the MBM Finance Team – usually when bank base rates change. Interest is paid without any deduction of tax and where relevant must be disclosed to H M Revenue & Customs on Self Assessment (individuals) or Corporation Tax (companies) returns.

13.  UNFORSEEN CIRCUMSTANCES

If we are unable to perform our obligations to you as a result of circumstances beyond our control (which includes without limitation delays as a result of acts of God, pandemics, war, acts of terrorism, civil disturbances, staff absences, unavailability of email, I.T. and/or other telecommunication systems and governmental regulations and directions) we shall give you prompt notice of such circumstances or delay. Any such delay that we give you notice of shall not constitute a breach of our agreement with you, but if such delay continues for a period in excess of 30 days, you shall be entitled to terminate your relationship with us.

14.  OUR INSURANCE AGAINST CLAIMS & LIABILITY LIMITATION

Unless another limit is expressly agreed in writing by us, 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 as a result of breach of contract, negligence or otherwise) shall be such sum which equals ten times the amount of the fees that you pay us in connection with the relevant claim(s) up to a maximum sum of (i) £2,000,000 for any patent consultancy services or advice that is provided by our patent attorney consultants, or (ii) £26,000,000 for all other services and advice.

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, opportunity, profits, revenue, goodwill, reputation, interest or anticipated savings or tax reliefs (whether suffered by you and/or any person associated with you such as (if you are a business) your investors or business associates). 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.

In the unlikely event of any claims against us, we have professional indemnity insurance cover in place for any claims up to relevant limits referred to above.

Please note that unless otherwise expressly agreed in writing with you, all services and advice supplied by us is the responsibility of MBM only and no personal liability shall attach to any individual whether partner, member, consultant or employee of MBM who may have supplied or been involved in supplying any services or advice.

Our advice and services are provided to you for your benefit only and may not be used or relied upon by anyone else without our prior written consent.

15.  DISSATISFACTION

If you feel you have cause for dissatisfaction about any aspect of our service, you should first take this up with the Client Care Partner who is responsible for supervising the matter concerned, failing which please contact our Complaints Partner, Simon Hart. Where possible, we would ask that you put your comments in writing. We have a comprehensive Complaints Policy and will provide you with a copy if you come to us with a complaint. It is always our intention to deal with a complaint promptly and fairly, but if you are not satisfied with the outcome, any such complaint must be submitted as follows:

For complaints relating to our Edinburgh office:

The Scottish Legal Complaints Commission, Capital Building, 12-13 St Andrew Square, Edinburgh, EH2 2AF (Telephone: 0131 201 2130) within one year of the last date on which we provided our service in relation to which your complaint relates.

For complaints relating to our London office:

The Legal Ombudsman, PO Box 6167, Slough SL1 0EH (Telephone: 0300 555 0333) within six years from the act/omission, or three years from the date on which you should reasonably have known there was a cause for complaint.

For complaints relating to California law advice, you may contact the State Bar of California, Intake Unit, 845 S. Figueroa Street, Los Angeles, CA 90017-2515 (Telephone: (001) 800-843-9053).

For complaints relating to New York law advice, you may contact the New York City Bar Association, 42 West 44th Street, New York, NY 10036 (Telephone: (001) 212 382 6663).

For complaints relating to Massachusetts law advice, you may contact the Massachusetts Board of Bar Overseers, Office of the Bar Counsel, 1 Beacon Street, 10th Floor, Boston, Massachusetts 02108. (Telephone: (001) 617-728-8750).

For complaints relating to Maine law advice, you may contact Maine Board of Bar Overseers, 97 Winthrop Street, P. O. Box 527, Augusta, Maine 04332-0527 (Telephone: (001) 207-623-1121).

16.  TERMINATION

If you wish to terminate your business relationship with us, you are entitled to do so by providing written notice to us. Where we have agreed a fixed term engagement with you a notice period may require to be given. After termination, you will remain responsible for fees and outlays accrued up to termination.

17.  SEVERABILTY 

If any of the provisions of our Engagement Terms are found by an arbiter, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from our Engagement Terms (as applicable) but the remaining provisions of our Engagement Terms shall continue in full force and effect insofar as they are not affected by any such deletion.

18.  BINDING AGREEMENT

The Engagement Terms represent the entire agreement between you and us with respect to this engagement. By agreeing our Engagement Terms (or instructing us after having received it), you acknowledge that the Engagement Terms have been carefully reviewed and their content understood, and you agree to be bound by them. Furthermore, you acknowledge that MBM has made no representations or guarantees to you regarding the outcome of the matters we may advise you on or the time necessary to resolve the matter. No change or waiver of any of the provisions of our Engagement Terms shall be binding on either you or us unless the change is in writing and expressly agreed by both you and MBM.

19.  NO WAIVERS OF OUR RIGHTS

No failure by us to exercise any right or remedy available to us pursuant to these Terms of Business nor any delay to exercise any such right or remedy shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

20.  COURT ACTIONS

In court actions (except in the Employment Tribunal, where each party pays their own expenses, win or lose) the general rule is that expenses follow success i.e. if you are successful, the losing party pays your expenses in accordance with a statutory table of fees. Awards of expenses are a matter of judicial discretion and whether expenses are aware at all and at what rate will depend upon the conduct of the case. You should be aware, however that only a portion of the legal costs of the successful party will be payable by the unsuccessful party. You will be liable for our fees whether or not you are successful in the proceedings.

21.  PROCEEDS OF CRIME

The Proceeds of Crime Act 2002, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and other legislation as amended from time to time (“the Legislation”) places certain obligations on us and our solicitors, consultants and members of staff. If any solicitor or member of staff becomes aware of or suspects the existence of the proceeds of crime whether in respect of you or a third party) and whether it relates to any matter upon which you have instructed us or not, we are required by the Legislation to report this to the National Crime Agency (NCA). Authority from NCA is then required before we can continue to act for you. We are prohibited from informing you that a report has been made to NCA. Even if the NCA authorises us to continue to act for you the NCA is entitled to pass any information received from us to third party agencies (such as HM Revenue & Customs) who may decide to make further investigations. The obligations upon us and our solicitors and members of staff under the Legislation can, in certain circumstances, override our duty of confidentiality to you as a client.

22.  LAND & BUILDINGS TRANSACTION TAX

Land and Buildings Transaction Tax (“LBTT”) is payable in Scotland by the tenant on most new leases and by the purchaser on most purchases. The effective date, within 30 days of which the necessary forms and payment must be submitted to the Revenue Scotland, may well occur before the lease is prepared for signature and more rarely in purchases before the disposition is prepared for signature. In most cases the effective date will be the date of entry to the property. We may not know when the date of entry occurs until sometime later and it is therefore extremely important that you let us know when the date of entry occurs so that LBTT penalties and interest are avoided.

It is your responsibility to let us know the date of entry as soon as you become aware of it.

In lease transactions, please be aware that there are circumstances in which further LBTT returns will be required and more LBTT due to be paid during the course of the lease. For example, further LBTT returns require to be submitted to Revenue Scotland in all cases (i) every three years from the date of entry, (ii) on each occasion the lease is assigned and (iii) at the end of the Lease and also (a) if there is a variation of the lease for consideration payable by the tenant and (b) if the lease term continues beyond the original expiry date. If any further return discloses a change in circumstances which results in LBTT becoming payable or more LBTT becoming due on the lease transaction, then the tenant is required to make payment.

Please note that we will not issue any reminders regarding LBTT occurring after the initial effective date and it will be the responsibility of the tenant to monitor the situation throughout the course of their lease, maintain records and comply fully with their obligations (we would, of course, be pleased to provide you with all necessary assistance at the appropriate time if you instruct us to do so).

Please note that if we undertake lease or other property work for you in any other jurisdiction (beyond Scotland) then unless we expressly agree to the contrary in a Letter of Engagement, we will not be responsible for dealing with any tax payments, maintenance of records, submissions, notifications or reminders to you or any third party in connection with such matter.

23.  SECURITY

We use secure portals for the following service deliverables:

ingathering all personal data for identity checks and source of funds and wealth checks; managing and approving all payments to you and others from our client account; and sharing electronic ‘completion bibles’ of signed documents.

When making payments to you please expect a separate call from us to check that any payment and bank account details sent to us are correct. To help avoid fraud we also issue certain bank details using password protection. Please ensure that you do the same in relation to any payments that you make to us.

Please be aware that we will not write to you in the ordinary course to provide you with new bank account details for us or with requests to divert payments. Any such correspondence should be immediately reported to your usual contact at the firm as it is likely to be fraudulent.

We appreciate your vigilance and your patience with us if any of these protocols result in increased timelines for payments.

Please note that our practice is not to encrypt email messages or email attachments in the normal course and if you would like us to adopt enhanced security protocols when dealing with you then please let us know by informing your usual contact at the firm.

Please note that we take security extremely seriously and if we have to make any payments to you then we will as a matter of course contact you separately (often by telephone) to check any payment / bank account details sent to us are correct and in order. If you have only provided these details to us verbally or in a meeting then we will need a separate email from you to confirm the details. To help avoid financial fraud we will often ask for these details from you early on in a transaction and we will also only issue certain bank details to you using password protected/encrypted means. We ask that you please do the same in relation to any payments that you make to us because 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). Please do not circulate by email any bank account details to third parties, including the MBM bank account details, on transactions unless you use password protected/encrypted means. Please also be aware that we will not write to you in the ordinary course to provide you with new MBM bank account details with requests to divert payments. Any such correspondence should be immediately reported to your usual contact at MBM as it is likely to be fraudulent. We appreciate your vigilance and also your patience with us if any of these protocols result in increased timelines for any payments being made to us or from us. Please also note that our practice is not to encrypt email messages or email attachments in the normal course (although bank details will be sent in a password protected file) and if you would like us to adopt enhanced security protocols when dealing with you then please get in touch.

24.  RIGHTS OF THIRD PARTIES

No term of these Terms of Business shall be enforceable against us by a third party, but this does not affect any right or remedy of a third party which exists or is available and which does not apply under the Contract (Third Party Rights) (Scotland) Act 2017, the Contracts (Rights of Third Parties) Act 1999 or any equivalent statues or common law rules in any other jurisdiction that we are subject to.

25.  ACCEPTANCE OF THESE TERMS OF BUSINESS

These Terms of Business (together with the terms of our Letter of Engagement and any Quote) shall govern our solicitor/client relationship with you unless we agree otherwise with you in writing or by email. We shall endeavour to provide you with a Letter of Engagement prior to beginning of our working relationship with you - however in the absence of (i) any Letter of Engagement or (ii) an acceptance from you in writing or by email of any Letter of Engagement and/or these Terms of Business, it shall be assumed that by providing us with your instructions you accept the terms of these Terms of Business in full and we shall proceed only on this basis.

26.  GOVERNING LAW & JURISDICTION

Unless we agree to the contrary in writing or by email, these Terms of Business, any Letter of Engagement, and our solicitor/client relationship with you shall be governed by and construed as follows:

(i) for all work instructed to our Edinburgh office, in accordance with Scottish law and the courts of Scotland shall have non-exclusive jurisdiction to settle any questions or disputes which may arise out of or in connection with the same; and

(ii) for all work instructed to our London office, in accordance with English and Welsh law and the courts of England and Wales shall have non-exclusive jurisdiction to settle any questions or disputes which may arise out of or in connection with the same.

Date: 30 May 2025

1. Definitions and Interpretations

1.1 In these Terms and Conditions, the words and expressions below have the following meanings, unless the context requires otherwise:

"Annual Fee"	The annual fee in Pounds Sterling plus VAT thereon and outlays, as notified to the company in writing from time to time by MBM;
"MBM"	means MBM Commercial LLP, Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS;
"Services"	means a registered office service and/or a company secretarial service as described conditions 3 and 4 below;
“Terms and Conditions”	means these terms and conditions and any amended or additional terms and conditions notified to the company in writing from time to time;
"Working Day"	means any day from Monday to Friday inclusive which is not a public, local or statutory holiday;
"year"	means the period of one calendar year running from 1st May to 30th April inclusive.

1.2 References to a "person" include any natural person, any legal person, body or organisation incorporated or unincorporated or any other person, body or organisation whatsoever.

2. People

The following people at MBM will be responsible for the provision of the Services. From time to time, due to absence or otherwise, other members of staff may become involved in the provision of the Services:-

Role	People
Responsible Partner	Tracey Ginn
Fee Earners	Ross McGregor (Senior Company Secretary) Laura Currie (Company Secretary)

3. Registered Office Service

3.1 MBM shall provide, subject to the payment of the Annual Fee, the following services:

3.1.1 the maintenance of the registered office address of the company at the offices of MBM or such other address as MBM shall intimate to the company and the Registrar of Companies.

3.1.2 the forwarding of all letters and other communications by:

3.1.2 (a) second class post within two Working Days of receipt at the registered office of the company to such other valid and current address in the UK (if any) as the Company may intimate to MBM from time to time; or

3.1.2 (b) email to an address provided to us by the company from time to time.

3.2 Where MBM provide a Service and where MBM considers in its sole discretion that it is no longer possible or practicable to provide the Service (e.g. due to non-payment of the Annual Fee or the cessation of business of the company), MBM is authorised by the company to change the address of the registered office to a trading address of the company last known to MBM or to the address of any of the company’s directors or an address provided by Companies House.

4. Company Secretarial Service

4.1 MBM shall provide, subject to the payment of the Annual Fee, the following services:

4.1.1 the appointment of MBM Secretarial Services Limited (No. SC156630), a company controlled by MBM (the “Company Secretary”) as the nominee company secretary.

4.1.2 the provision of a registered email address.

4.1.3 the maintenance of the company's statutory books and registers written up to date within five Working Days of being notified of any changes in the details or information contained on the company's records. [1]

4.1.4 the preparation of the company's statutory Confirmation Statement to Companies House.

4.1.5 the preparation of board minutes and statutory forms required in relation to the appointment or resignation from time to time of directors of the company.

4.1.6 the preparation of the minutes, notices, and other documentation for the company's Annual General Meeting, if required.

4.1.7 the maintenance of a diary of annual administrative events and, when appropriate, the issuance of reminders to the company.

4.2 Subject to the payment of the Annual Fee MBM shall, where instructed to do so by the company, prepare and lodge dormant company accounts.

4.3 Where MBM considers in its sole discretion that it is no longer possible or practicable to provide the Service (e.g. due to non-payment of the Annual Fee or the cessation of business of the company), the Company Secretary will notify the company of its intention to resign as company secretary and will lodge the required form to give effect to its resignation.

4.4 The preparation and submission of board minutes, company secretarial certificates, Companies House forms and other documents other than those referred to in this section 4 are not included in the Service.

[1] This does not include allotments or transfers of shares where the number of allotments or transfers needing entered into the registers exceeds ten

5. Company Undertakings

The company undertakes as follows:

5.1 to notify MBM of any proposed changes to the company's details at least 5 Working Days in advance of the date the change is required; and

5.2 to notify MBM immediately of all changes in any of the details of the directors, members, or other information required to be kept on the registers of the company.

6. Fees and Payments

6.1 The Annual Fee shall be payable in advance of the provision of the Services by MBM. Subject to Conditions 7.1 and 7.2, MBM shall each year continue to provide the Services to the company and the company shall be liable for the subsequent Annual Fee.

6.2 The Annual Fee may be increased from time to time.

6.3 In the event that the company transfers its registered office from MBM in any year, no rebate of the Annual Fee shall be payable.

7. Duration and Termination

7.1 The Services will be provided on an ongoing annual basis until and unless terminated in accordance with the provisions of these Terms and Conditions or by operation of law.

7.2 The provision of the Services may be terminated by MBM, without notice if the company fails to pay the Annual Fee within 30 days of the date of invoice, or if a petition is presented for the appointment of an administrator or liquidator or a receiver is appointed to the company, or the company ceases to trade.

7.3 The company may terminate the provision of the Services for a subsequent year by giving MBM not less than 30 days’ notice in writing.

7.4 The company irrevocably appoints MBM and MBM Secretarial Services Limited to be its attorney in relation to the provision of the Services and authorises MBM to execute, complete and intimate to the Registrar of Companies any change in the company's registered office and agrees and authorises MBM to transfer the company's registered office to such other address within the relevant part of the UK or the company's last known place of business as MBM may deem appropriate, or an address provided by Companies House, subject to MBM intimating to the company the new registered office of the company within five Working Days of any such change. The company ratifies, confirms and agrees to ratify and confirm any instrument, document, act or thing which MBM may carry out as its attorney under this Condition.

8. Confidentiality

All communications, correspondence, documents and other information provided to MBM or the Company Secretary by the company, its officers or its advisers will be treated as confidential and will not be divulged to any other party except in a situation where MBM or the Company Secretary are legally compelled to do so.

9. Governing Law

The construction, validity and performance of the Services by or on behalf of MBM shall be governed by the Law of Scotland. The Court of Session and Sheriff Court at Edinburgh will have exclusive jurisdiction regarding the provision of the Services by or on behalf of MBM.

10. Acceptance

The company will be deemed to have accepted these Terms and Conditions unless MBM or the Company Secretary are notified to the contrary in writing before the provision of the services by or on behalf of MBM.

Date: 30 May 2025