Terms of Engagement

We are STL Solutions Services Limited, trading as STL Solutions, a company registered in Scotland (company number SC771971). Our full details are in clause 29.

These Terms apply to all Services we agree to provide under an Engagement Letter. Each Engagement Letter, together with these Terms, forms a separate contract between you and us.

These Terms do not apply to free consultations, sessions booked through our website, or your use of our website. Those are covered by our website Terms of Service at stlsolutions.co.uk/terms, unless they are included in an Engagement Letter.

In these Terms:

"we", "us" and "our"

mean STL Solutions Services Limited.

"you" and "your"

mean the person, people or organisation named as the client in the Engagement Letter.

"Engagement Letter"

means the letter we send you that sets out the Services, our fixed fee and anything specific to your Engagement.

"Engagement"

means the Services under one Engagement Letter.

"Services"

means the services described in your Engagement Letter.

"Professional Fee"

means our fee for the Services, as shown in the Engagement Letter.

"Application"

means any application, submission, notification, registration or request that we prepare or make for you, for example for a licence, permission, certificate or registration.

"Deciding Body"

means the council, authority, government body, tribunal or other organisation that decides or deals with an Application.

"Decision"

means the outcome of an Application, including any licence, permission, certificate or registration granted and its conditions.

"Third-Party Costs"

has the meaning in clause 7.1.

"consumer"

means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession (see clause 2.2).

"business client"

means any client who is not a consumer, for example a company, partnership or other organisation.

"secure link"

means the personal web link we send you to view your Engagement, complete forms, upload documents and pay.

"working day"

means Monday to Friday, excluding public holidays in the part of the UK where we are doing the work.

"in writing"

includes email and messages sent through your secure link.

If you are an individual, rather than a company, partnership or other organisation, we will treat you as a consumer under these Terms, even if the Services relate to a business of yours. Where a clause says something different for consumers and business clients, it says so clearly.

Once we have discussed what you need, we send you one email with your Engagement Letter, our invoice and a link to your secure page.

There is nothing to sign. You accept the Engagement Letter and these Terms by paying the invoice, by card through our payment provider on your secure page or by bank transfer quoting the invoice reference.

Any payment counts as acceptance, including part payment. Our contract with you is made when we receive your payment.

The Professional Fee is payable in full before we begin work. If you pay only part, the contract is made but we begin work when we receive the balance.

Payment is due by the date shown on the invoice. If we have received no payment by then, we may withdraw the Engagement Letter and cancel the invoice. If you still want to go ahead, we will send you a new letter and invoice, which may have a different fee or timetable.

If your matter is urgent, we may agree, at our discretion, to start work before you pay. We will only do so if you ask us in writing to start. The contract is then made when we confirm in writing that we are starting, these Terms apply from then, and the Professional Fee remains payable in full by the due date on the invoice.

If the Services or fee need to change before you pay, we will withdraw the earlier letter and invoice and send you new ones. Only the latest letter and invoice can be accepted.

If you are an existing client and ask us to do new work, we will send you a new Engagement Letter and invoice. The new work is a new Engagement under these Terms, in the version stated in the new letter (see clause 26), and you accept it by paying the new invoice.

For each Engagement, the Engagement Letter and these Terms together make up our agreement with you.

The Engagement Letter sets out the scope of the Services, what is included and excluded, the fee, and any points specific to the Services or to the place where the work is done. If it conflicts with these Terms, the Engagement Letter applies. It cannot reduce your statutory rights as a consumer.

For work under an Engagement Letter, these Terms take priority over our website Terms of Service if the two conflict.

We provide consultancy and application services in property regulation, licensing, planning, compliance and related areas across the UK, and other services as described in your Engagement Letter.

We provide only the Services described in your Engagement Letter.

We are not solicitors and we are not a law firm. We are not regulated by any legal regulator in the UK. Where we explain how laws, policies or guidance apply to you, that is our professional view as consultants, not legal advice from a solicitor. We do not act in court proceedings or carry out work that the law reserves to solicitors or other authorised legal professionals.

Unless the Engagement Letter says otherwise, the Services do not include advice on title deeds or title conditions, disputes with other people, consent from your lender or insurer, or tax. If you need advice in these or other areas outside the Services, we will tell you, and you should consult a solicitor or other suitable adviser. We are happy to work alongside them.

Our work is based on the law, policies and guidance in force when we do it. These change often. Unless the Engagement Letter says otherwise, we do not update our work or advice after the Engagement has ended.

We may use our own staff or consultants we choose to carry out the Services. We remain responsible for work done by anyone we choose to carry out the Services.

The Professional Fee is a fixed fee for the Services. It will not change unless you agree in writing to a change (see clause 13).

VAT is added at the current rate. The Engagement Letter and invoice show the fee before VAT, the VAT and the total to pay.

The Professional Fee is paid in full, in advance, before we begin work, unless we agree to start early under clause 3.6. We do not see or store your full card details.

Protect yourself from fraud. We will never change our bank details by email. If a message that seems to come from us asks you to pay into a different account, do not pay. Contact us first, using the contact details on our website, not those in the message.

The Professional Fee does not include Third-Party Costs (clause 7) or extra work (clause 13).

Unless the Engagement Letter says they are included, our fee does not include "Third-Party Costs", which means:

1. (a)fees charged by a Deciding Body or other public body, such as application, registration or appeal fees; and
2. (b)the cost of anyone else whose input the Services need, such as specialists, surveyors and other professionals, and the cost of certificates, reports, plans, inspections, insurance, and witnessing or certifying documents.

You are responsible for paying Third-Party Costs. Where we can, the Engagement Letter will tell you which ones are likely. Before any of them is paid, we will confirm the amount and who it is payable to.

You may pay a Third-Party Cost directly, or we may pay it on your behalf. If we are to pay it for you, we will normally ask you to pay us the amount first, and we will not pay it until you have agreed the amount.

Unless the Engagement Letter says we will arrange it, anyone who does work for you directly does so under their own agreement with you and is responsible for their own work. We check certificates and reports you give us for the points that matter to the Services, such as whether they are current, but not the technical work behind them.

Third-Party Costs that have already been paid cannot be refunded by us. Whether any part can be refunded is a matter for whoever received it. We will tell you if we think a refund may be available.

Where the Services involve an Application, they usually follow these stages. Your secure page shows which stage you have reached.

1. Agreed. Once you have paid, we open your file and send you the forms we need you to complete.
2. Gathering. You complete secure online forms and upload documents through your secure link.
3. Preparing. We prepare the Application and supporting documents.
4. Review. We check the Application, then send it to you to approve.
5. Submitted. We submit the Application and tell you about anything you need to do next.
6. Follow-up. We deal with the Deciding Body as set out in clause 12 and tell you the Decision.

Not every Engagement involves every stage. The Engagement Letter describes the steps and deliverables for your Services, and anything specific to them or to the place where the work is done, such as particular procedures, deadlines or steps you must take yourself.

You authorise us to prepare and submit Applications, and to correspond with Deciding Bodies and other relevant organisations on your behalf, for the Services.

We will only submit an Application, or send anything that makes a declaration or commitment in your name, once you have approved it in writing.

Applications are made in the applicant's name. Declarations in an Application are the applicant's own, and the applicant is legally responsible for what it says.

If you instruct us on behalf of someone else, for example as a director, partner, joint owner or agent, you confirm that you have their authority to do so.

If more than one person or organisation is named as the client, each of you is responsible, jointly and severally, for everything under the Engagement, including payment. We may take instructions from any of you unless you tell us otherwise in writing.

Where other people need to give their own details, we send each of them their own secure link and our privacy information. Please let them know that we will be in touch and why.

Accurate information. You must give us information and documents that are accurate, complete and true, including any declarations about you, other people involved, ownership, the property and any relevant convictions. We rely on what you and the people you involve tell us, and we do not check it independently unless the Engagement Letter says we will.

You are responsible for the information you give us and for the declarations in any Application. Giving false or misleading information to a Deciding Body can be a criminal offence, and can lead to an Application being refused or a Decision being withdrawn.

Timely responses. You must reply to our requests, and review and approve drafts, promptly. Clause 14 explains what happens if we do not receive what we need.

Changes. You must tell us promptly if anything you have told us changes during the Engagement, or if a Deciding Body contacts you directly.

Access and required steps. You must allow access to the property at reasonable times for any inspection the Services need, and take any steps the Deciding Body requires of you (such as displaying a notice) as and when we tell you.

Your own consents. It is your responsibility to check that you are allowed to use the property as you intend, for example under your title deeds, any lease, your mortgage or your insurance, and to obtain any consent you need.

After a Decision. Once a licence, permission, certificate or registration is granted, you are responsible for complying with it and any conditions, keeping supporting documents up to date, and renewing it on time, unless a separate Engagement with us covers that work.

Payments and courtesy. You must pay Third-Party Costs when they are due, and treat our team with courtesy. We will do the same for you.

We will carry out the Services with reasonable skill and care, in line with the Engagement Letter and these Terms.

We will keep you informed. Your secure page shows progress, and we will tell you promptly about requests and Decisions from the Deciding Body and anything we need from you.

We will carry out our part of the work within a reasonable time and tell you if our expected timescales change. Any timescale we give for our own work is an estimate unless the Engagement Letter states a fixed date.

We will explain clearly what we need from you and why, and keep your information confidential as set out in clause 22.

If you think we have made a mistake, please tell us. Where we can, we will put it right at no extra cost. If you are a consumer, the law also gives you rights if a service is not carried out with reasonable care and skill, including asking us to redo or fix it or, if that is not possible, to receive some money back. Nothing in these Terms affects those rights.

Decisions are made by the Deciding Body, not by us. We cannot guarantee any Decision, any conditions attached to it, or how long it will take. The Deciding Body's procedures, timescales and backlogs are outside our control.

Unless the Engagement Letter says otherwise, while an Application is being considered our fee includes:

1. (a)responding to reasonable requests from the Deciding Body for further information or clarification;
2. (b)dealing in writing with objections or representations made about the Application; and
3. (c)telling you the Decision.

Unless the Engagement Letter says otherwise, the following are outside the Services and we will quote for them separately:

1. (a)a resubmission or new Application after a refusal or withdrawal;
2. (b)any appeal, review or reconsideration of a Decision;
3. (c)preparing for, or attending, a hearing; and
4. (d)work after the Decision, such as variations, renewals or responses to enforcement action.

If a Decision can only be challenged in court, you will need a solicitor (see clause 5.3). We can work alongside them under a separate Engagement.

If the Deciding Body asks for something that is new work rather than further information, for example a new Application or a new specialist report, we will tell you and agree a fee with you before doing it, under clause 13.

We only do work outside the Services after we have agreed a fixed fee for it with you in writing, by a new Engagement Letter and invoice. We will never charge you for extra work you have not agreed in advance.

If we think extra work is needed, we will tell you why, what it involves and what it will cost. It is your decision whether to go ahead. If you decide not to, we will tell you how that affects the work already agreed.

If we are waiting for information, documents or an approval from you, we will send you reminders.

If we still have not received what we need 3 months after we first asked for it, we may close your file by giving you written notice. The notice will give you at least 14 days to send us what we need before the file closes.

If we close your file under this clause, we keep the part of the Professional Fee that reflects the work done and refund any balance, as set out in clause 17.

If you want us to reopen your file later, we may need to agree a new fee with you, for example if documents have expired, the rules have changed or work has to be redone.

We are not responsible for delays, missed deadlines or other consequences caused by information or approvals reaching us late, or being incomplete or inaccurate.

If you are a consumer, you have a legal right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel the contract within 14 days without giving a reason. The 14 days end 14 days after the day the contract is made, which is the day we receive your payment (or, if we start early, the day we confirm in writing that we are starting under clause 3.6).

Starting straight away. By paying the invoice, you expressly ask us to start work straight away, within the 14-day cancellation period. If you do not want us to start within that period, tell us before you pay and we will agree a later start date with you.

If you cancel within the 14 days after we have started work, you must pay for the Services provided up to the time you tell us you are cancelling. That amount is in proportion to the full Services, worked out as described in clause 17. We refund the rest.

You lose the right to cancel under this clause once we have fully performed the Services, if that happens within the 14 days.

How to cancel. Tell us clearly that you have decided to cancel, by emailing [email protected] or writing to us at 126 West Regent Street, Glasgow, G2 2RQ. You may use the model cancellation form in the Annex, but you do not have to. To meet the deadline, you only need to send your message before the 14 days end.

We will refund you within 14 days of the day you tell us you are cancelling, using the same payment method you used unless you agree otherwise. You will not be charged any fee for the refund. Third-Party Costs already paid at your request are dealt with under clause 7.5.

Cancelling does not withdraw an Application that has already been submitted. Tell us whether you want it withdrawn, and we will do so or tell you how.

Whether or not you are a consumer, you may end an Engagement at any time by emailing [email protected]. You do not need to give a reason.

If you end the Engagement before we start work, we refund the Professional Fee in full.

If you end the Engagement after we have started work, we refund the Professional Fee less a fair amount for the work done up to the time you tell us, worked out as described in clause 17.

We start work when we open your file and begin reviewing what we have agreed with you, which normally follows soon after your payment arrives. Your secure page shows when work has started.

If you are a consumer and end the Engagement within the 14-day period, clause 15 also applies. As in clause 15.7, ending the Engagement does not withdraw a submitted Application unless you ask us to.

Where these Terms say we refund the Professional Fee less a fair amount for work done, we work out that amount by reference to the proportion of the Services we have completed when the Engagement ends. The Engagement ends on the day you tell us you are cancelling or ending it, or the day we close or end it under these Terms.

We assess the amount reasonably, taking into account the stage reached and the work actually done. It may include Third-Party Costs we have committed to on your behalf with your agreement.

We will tell you the amount in writing. If you ask, we will give you a written breakdown showing how we worked it out.

We pay refunds within 14 days of the day the Engagement ends, using the same payment method you used, or by bank transfer if that is not possible. If you query the amount, we will still refund the part that is not in dispute within that time. The refund includes the VAT on the refunded part of the fee.

If we started early under clause 3.6 and you have not yet paid, you must pay the fair amount for work done, up to the full Professional Fee.

Third-Party Costs already paid are not refundable by us (clause 7.5). If you disagree with our assessment, you can use our complaints procedure (clause 25).

We may end an Engagement by writing to you if:

1. (a)you give us false or misleading information, or ask us to include in an Application anything we know or reasonably believe is untrue;
2. (b)you, or someone acting for you, are abusive, threatening or harassing towards our team;
3. (c)you do not pay our fee or Third-Party Costs when due, and do not pay within 14 days of a written reminder;
4. (d)you ask us to act in a way that is unlawful or that we reasonably consider improper;
5. (e)we close your file under clause 14; or
6. (f)a conflict of interest, or another circumstance outside our reasonable control (clause 24), means we cannot properly continue.

If we end an Engagement, we refund the Professional Fee less a fair amount for the work done, as set out in clause 17.

When an Engagement ends for any reason, we will tell you about anything you need to know to protect your position, such as upcoming deadlines. If we end it under clause 18.1(f), we will also give you copies of the work done so far, so that you or another adviser can continue.

What we do not limit. Nothing in these Terms limits or excludes our liability for:

1. (a)death or personal injury caused by our negligence;
2. (b)fraud or fraudulent misrepresentation; or
3. (c)anything else that cannot be limited or excluded by law.

If you are a consumer, nothing in these Terms affects your statutory rights, including your rights under the Consumer Rights Act 2015 that the Services are carried out with reasonable care and skill and in line with the information we gave you.

Our maximum liability. Subject to clauses 19.1, 19.2 and 19.4, our total liability to you arising out of or in connection with an Engagement, whether in contract, delict or tort (including negligence), breach of statutory duty or otherwise, is limited to the Professional Fee you have paid us for that Engagement, excluding VAT and Third-Party Costs.

If you are a consumer, clause 19.3 does not prevent you from recovering the full price you paid us for the Engagement, including VAT, where the law entitles you to it.

Losses we are not responsible for. Subject to clauses 19.1 and 19.2:

1. (a)if you are a business client, we are not liable for any indirect or consequential loss, or for any loss of profit, income, revenue, bookings, business, opportunity or goodwill, whether or not it was foreseeable;
2. (b)if you are a consumer, we are responsible for loss you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill, up to the limit in clause 19.3 (as adjusted by clause 19.4). We are not responsible for loss that was not foreseeable. Loss is foreseeable if it was obvious it would happen, or if we both knew it might happen when the contract was made; and
3. (c)for all clients, and only to the extent the law allows, we are not liable for loss of profit, income or bookings, because the timing and outcome of Applications depend on the Deciding Body and other matters outside our control.

We are not responsible for loss caused by:

1. (a)a Decision, its conditions or its timing;
2. (b)the acts or omissions of third parties we do not control, including Deciding Bodies, people who object to an Application, and anyone you instruct directly;
3. (c)information or documents given to us by you, or by people you involve, being inaccurate, incomplete, misleading or late;
4. (d)changes in law, policy or guidance after we have done the relevant work, unless the Services cover that change; or
5. (e)your not complying with a Decision or its conditions.

Our team. Your contract is with STL Solutions Services Limited only. Our directors, employees and consultants have no personal liability to you for the Services, and you agree not to bring a claim against them personally. This does not affect our own liability for their work, or anything in clause 19.1.

We hold professional indemnity insurance. Details are available on request.

We communicate mainly by email, to the address in your Engagement Letter, and through your secure page. We may also speak to you by phone or video call, and we will confirm important points in writing.

Formal notices under these Terms can be sent by email. Our address for notices is [email protected]. An email is treated as received on the next working day after it is sent, unless the sender knows it was not delivered.

Your secure link is personal. It gives access to your file and personal information. Do not share or forward it. Each other person who needs to give us information gets their own link. If you think someone else may have access to your link, tell us straight away and we will cancel it and send you a new one.

We treat anything submitted through a secure link as coming from the person we sent it to.

Please keep your contact details up to date and check your spam folder for our emails. Email is not completely secure, so send documents and personal information through your secure link wherever you can. Remember our warning about bank details in clause 6.4.

We keep your information confidential. We share it only as needed to provide the Services (for example with a Deciding Body, or third parties we instruct with your agreement), with our professional advisers and insurers, or where the law requires.

We are the data controller for the personal data we hold about you and the people you involve. We handle it in line with our Privacy Policy at stlsolutions.co.uk/privacy, which also explains your rights. Sensitive information, such as information about criminal convictions, is seen only by the people who need it for the Services.

Our records. We keep your client file, including your forms, documents, correspondence and our work, for 6 years after the Engagement ends, and then securely delete it. We keep it longer only if the law requires us to or while a complaint or claim is ongoing.

An Engagement ends when we have completed the Services or when it is ended under these Terms. Please send us copies of documents, not originals. During the retention period, you can ask us for a copy of the documents we hold for you.

We own the copyright and other rights in the documents we produce, and in our templates, methods and know-how.

Once you have paid, you may use the documents we produce for you for the purpose of the Engagement and related purposes for the same property or matter, including any later review, appeal or renewal and sharing them with your advisers. We keep the rights in our underlying templates.

Documents you give us remain yours. You allow us to use them for the Engagement.

We are not responsible for delay or failure caused by events outside our reasonable control, for example failure of a Deciding Body's systems, industrial action, sudden changes in law, or severe disruption to public services.

If this happens, we will tell you as soon as we can and take reasonable steps to limit the effect. If the delay is likely to be substantial, either of us may end the Engagement, and we will refund the Professional Fee less a fair amount for the work done, under clause 17.

If you are unhappy with our service, please tell us so that we can put it right. Email [email protected] with "Complaint" in the subject line, or write to us at 126 West Regent Street, Glasgow, G2 2RQ.

We will acknowledge your complaint within 5 working days, and send you a full written response within 20 working days of receiving it. If we need longer, we will tell you why and when you can expect our response.

If you are a consumer and we cannot resolve your complaint, our final response will give you the name of a certified alternative dispute resolution (ADR) provider and tell you whether we agree to use it. We are not a member of an ADR scheme and are not obliged to use one. You can also get free advice from Consumer Advice Scotland, Citizens Advice (England and Wales) or Consumerline (Northern Ireland).

Using our complaints procedure does not affect your right to take legal action.

Each version of these Terms has a version number and date, shown at the top, and each Engagement Letter states which version applies.

We may update these Terms. A new version applies only to Engagements whose Engagement Letter is sent after it takes effect. An Engagement already under way continues under the version you accepted, unless you agree otherwise in writing. We will send you a copy of any earlier version on request.

Entire agreement. The Engagement Letter and these Terms are the whole agreement between us for that Engagement, and replace earlier discussions about it. This does not limit liability for fraudulent misrepresentation. If you are a consumer, it does not affect what you can rely on under the Consumer Rights Act 2015, including anything we said or wrote to you about the Services that you took into account when deciding to go ahead.

Third-party rights. Nobody other than you and us has any right to enforce these Terms, except that our directors, employees and consultants may rely on clause 19.7.

Transfer. You may not transfer your rights under an Engagement without our written agreement. We may transfer our rights and obligations to another organisation, for example if our business is sold, and will tell you in writing if we do. If you are unhappy with the transfer, you may end the Engagement and we will refund the Professional Fee less a fair amount for the work done, under clause 17.

Separate clauses. Each clause operates separately. If a court decides that any part is unlawful or unenforceable, the rest remains in force.

Delay in enforcing. If either of us delays in enforcing a right under these Terms, that does not mean the right has been given up.

These Terms and each Engagement are governed by Scots law.

If you are a business client, the Scottish courts have exclusive jurisdiction over any dispute.

If you are a consumer, you may bring proceedings in the courts of Scotland or of the part of the UK where you live, and we may bring proceedings against you only in the courts of the part of the UK where you live. Choosing Scots law does not take away any protection given to you by the mandatory consumer law of the part of the UK where you live.

• STL Solutions Services Limited, trading as STL Solutions
• Private limited company registered in Scotland, company number SC771971
• Business and postal address: 126 West Regent Street, Glasgow, G2 2RQ
• Registered office: 38 Findhorn Place, Edinburgh, EH9 2JP
• Email: [email protected]
• VAT number: GB 447 8276 53
• Website: stlsolutions.co.uk