1. Definitions

Accountant

the Clients' Accountant as notified to HMA Tax

Allowances

see Embedded Capital Allowances

Amended Tax Returns

means the Amended Tax Returns as prepared by HMA Tax or the Client (as the case may be), for submission to HMRC.

Approved Report

the report prepared and finalised by HMA Tax which shall be sent to the Client which shall identify potential Embedded Capital Allowance in the Client’s Property based upon the Client Agreement Form and approved by the Client in accordance with clause 3.5

Authorised Representatives

shall mean any employee, sub-contractor or agent of HMA Tax instructed by HMA Tax from time to time

Client

the Client specified in the Client Agreement Form

Client Agreement Form

the signed instruction from the Client which references these Terms and Conditions (as amended in accordance with clause 15.5)

Client Default

has the meaning set out in clause 4.4

Confidential Information

all confidential or proprietary information in any form or medium relating to HMA Tax and the Services (however recorded or preserved) that is disclosed or made available to the Client either directly or indirectly whether before or during the Services

Contract

the contract between HMA Tax and the Client for the supply of Services in accordance with these Terms and Conditions (as amended in accordance with clause 15.5)

Embedded Capital Allowances

the amount of unclaimed Capital Allowances in the Client’s Property that is identified by HMA Tax in the Approved Report

Fee

The fee specified on the Client Agreement Form as a percentage of the Allowances identified by HMA Tax. The fee is subject to VAT at the prevailing rate.

HMA Tax

HMA TAX (International) Limited a company registered under company number 14529671.

HMRC

His Majesty's Revenue and Customs

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order

the Client's order for Services as set out in the Client Agreement Form.

Obtained

The Allowances received from HMRC either claimed at the prevailing writing down rate or made available for future years through an adjustment to the Client's capital allowance tax pools.

Property

the property or properties specified in the Client Agreement Form, or as subsequently identified to HMA Tax in writing by the Client.

Services

the services supplied by HMA Tax to the Client as set out in the description or specification of the Services provided in writing by HMA Tax to the Client.

Survey Review Form

means the initial Report prepared by HMA Tax listing the items with the Property that may qualify for Embedded Capital Allowances

2. Basis of Contract

1. The Order constitutes an offer by the Client to purchase Services in accordance with these terms and conditions (as amended in accordance with clause 15.5).
2. The Order shall only be deemed to be accepted when HMA Tax issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
3. Any descriptive matter or advertising issued by HMA Tax, and any descriptions or illustrations contained in HMA Tax's brochures or on its website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
4. These terms and conditions (as amended in accordance with clause 15.5), apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. The Services

1. HMA Tax shall perform the Services with reasonable care and skill and in accordance with the Client’s instructions in the Client Agreement Form in all material respects.
2. Upon acceptance of the Order, HMA Tax shall, within a reasonable timescale, conduct the necessary due diligence in liaison with the Client’s Accountant and subsequently arrange for one of their Surveyors to survey the Property.
3. HMA Tax shall, within a reasonable timescale, prepare the Survey Review Form for the Client to review prior to preparation of the Approved Report for the Property.
4. HMA Tax shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5. The Survey Review Form will be finalised by HMA Tax in accordance with the instructions and information provided by the Client and their Accountant. This will constitute the Approved Report and shall be sent to the Client and their Accountant. In the absence of any instruction to the contrary, the Survey Review Form will constitute the Approved Report 28 days after issuing by HMA Tax.
6. HMA Tax will prepare Amended Tax Returns for the Client to the extent set out in the Order, to enable the submission of the Approved Report to HRMC. If preparation of the Amended Tax Returns is not set out in the Order, the Client will prepare the Amended Tax Returns and arrange for their submission to HMRC without recourse to HMA Tax.
7. If the Approved Report is to be submitted to HMRC by HMA Tax, to the extent set out in the Order, HMA Tax shall use reasonable endeavours to submit the Approved Report within 2 working days of approval or deemed approval by the Client, provided always that such timeframe shall be an estimate only and time shall not be of the essence for performance of the Services. For the avoidance of doubt, where the Order provides that HMA Tax is to submit the Approved Report to HMRC, but the Client does not, within 28 days of the issuing of the Approved Report: 1) provide necessary documentation reasonably requested by HMA Tax; or 2) approve any documents prepared by HMA Tax, to allow such submission, then the Client will become responsible for submission of the Approved Report to HMRC and the Order will be deemed to have been amended accordingly.
8. HMA Tax shall prepare the Approved Report on the Property for the owner of the Property as instructed by the Client. In some cases, the Client may not be the owner of the Property, in such a scenario the Client acknowledges and confirms their understanding that they may not be able to claim the allowances from HMRC themselves, but will still be liable for HMA Tax’s Fees for providing the Services.
9. Provided the Client has complied with all of their obligations as set out in Clause 4, then should HMRC raise any queries in relation to the Approved Report at any point in the future, HMA Tax will use all reasonable endeavours to answer all such questions.
10. HMA Tax reserves the right to amend the description or specification of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and HMA Tax shall notify the Client in any such event.

4. The Client's Obligations

1. In order for HMA Tax to carry out the Services, the Client shall provide HMA Tax with:
   1. the last two years full accounts, tax returns and computations for all owners of the Property;
   2. any other information that HMA Tax may reasonably request; and
   3. access to the Client’s Property if so required and upon reasonable notice and the Client shall ensure that it has all necessary consents and licences in place to permit access.
2. The Client shall:
   1. ensure that the terms of the Order are complete and accurate;
   2. approve or query all documentation provided by HMA Tax within 14 calendar days of receipt (in the absence of such approval, HMA Tax may deem the Client to have accepted the contents);
   3. ensure that all information requested of it by HMA Tax is provided in a timely manner;
   4. ensure that all information provided by it to HMA Tax is complete and accurate (the Client acknowledges that HMA Tax may rely upon such information being complete and accurate); and
   5. co-operate with HMA Tax in all matters relating to the Services.
3. Where the Client has indicated that they or their Accountant will submit the Approved Report to HMRC, they will ensure that this is done within 14 calendar days of receiving the Approved Report
4. If HMA Tax's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
   1. without limiting or affecting any other right or remedy available to it, HMA Tax shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays HMA Tax's performance of any of its obligations;
   2. HMA Tax shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from HMA Tax's failure or delay to perform any of its obligations as set out in this clause 4.4; and
   3. the Client shall reimburse HMA Tax on written demand for any costs or losses sustained or incurred by HMA Tax arising directly or indirectly from the Client Default.

5. Our Fees

1. HMA Tax shall invoice the Client on completion of the Services. In consideration of the provision of the Services, the Client shall pay the Fee in full and cleared funds to a bank account nominated in writing by HMA Tax the earlier of 60 days from the date of the invoice or 7 days of receipt of refund or relief from HMRC. Time for payment shall be of the essence of the Contract.
2. In addition to the Fee, the Client shall be required to pay the following reasonable expenses incurred by HMA Tax:
   1. a charge of £250 plus mileage at 45p/mile from HMA Tax’s registered office to the Client’s Property plus VAT in the event that the surveyor engaged by HMA Tax arrives at the Property on the agreed survey date and is unable to gain full access for any reason; and
   2. any charges levied by the Client’s Accountant or any other third party in connection with the Services.
3. In the event that a fee becomes payable under clause 5.2, HMA Tax shall invoice the Client for any costs and payment shall be made by the Client within 7 days from the date of the invoice. Time for payment shall be of the essence of the Contract.
4. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. If, as a result of the Client or the Client's Accountants acts or omissions, HMRC do not approve or delay the acceptance of the Capital Allowances Report, then for the avoidance of doubt, the Client shall remain liable for the Fee. Such actions may be:
   1. failure to approve or query any Amended Tax Returns prepared by HMA Tax;
   2. failure to ensure the submission of the Approved Report to HMRC;
   3. failure to respond to HMA Tax following receipt of the Approved Report; or
   4. committing or permitting a Client Default.
6. In the event that the Client fails to pay the Fee in accordance with Clause 5.1, then without limiting any other right or remedy of HMA Tax, HMA tax shall have the following rights:
   1. to charge interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England which shall accrue on a daily basis until the date that full payment of any Fee outstanding from the Client is received;
   2. to charge a fee of £35 for any late or missed payment (where a payment plan has been agreed), to cover HMA Tax’s reasonable administration expenses of dealing with the late or missed payment;
   3. to charge a fee of 1% per month of the outstanding balance where payment is overdue (and no payment plan has been agreed) to cover HMA Tax’s reasonable administration expenses of dealing with the overdue payment; and
   4. to cease performing any further work for the Client until such point as the balance is cleared.
7. HMA Tax may, at their discretion, offer the Client a discount for early payment or the option to split their invoice into multiple payments over a period of time. All such offers are valid only at the point that they are made.
8. In the event that the Client's Property is sold or otherwise disposed of, the Client shall immediately pay to HMA Tax the balance of all of HMA Tax’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, HMA Tax shall submit an invoice, which shall be payable by the Client immediately on receipt, regardless of any previously agreed payment plans.

6. Client Money

1. HMA Tax may from time to time hold money on behalf of the Client. Such money will be held in trust in a Client bank account, which is segregated from HMA Tax’s funds and will, subject to 6.2 and unless otherwise agreed with the Client, be paid to the Client within 2 business days of the same becoming cleared funds.
2. HMA Tax will be entitled to withdraw from any money which it holds on behalf of the Client and pay into its own bank account any sums that have become due and payable to HMA Tax by the Client and the Client, by agreeing to this agreement, hereby irrevocably authorises HMA Tax to make such withdrawal and payment.
3. HMA Tax will not be obliged to pay any interest on any monies held by HMA Tax on behalf of a Client.

7. Confidential & Intellectual Information

1. The Client shall throughout the duration of the Services and for an indefinite period thereafter, keep all Confidential Information in strict confidence and shall only disclose such Confidential Information with HMA Tax’s prior written consent or as otherwise may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
2. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by HMA Tax.
3. HMA Tax grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy any materials produced for the Client (excluding materials provided by the Client) for the purpose of receiving and using the Services in its business.
4. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.3.
5. The Client grants HMA Tax a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify any materials provided by the Client to HMA Tax for the term of the Contract for the purpose of providing the Services to the Client.
   
   
   
   
   
   

8. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
   2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
   3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
   4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without affecting any other right or remedy available to it, HMA Tax may terminate the Contract:
   1. with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment; or
   2. by giving 7 calendar days’ written notice.
3. Without affecting any other right or remedy available to it, HMA Tax may suspend the supply of Services under the Contract or any other contract between the Client and HMA Tax if:
   1. the Client fails to pay any amount due under the Contract on the due date for payment;
   2. the Client becomes subject to any of the events listed in clause 8.1.3 or clause 8.1.4, or HMA Tax reasonably believes that the Client is about to become subject to any of them; or
   3. HMA Tax reasonably believes that the Client is about to become subject to any of the events listed in clause 8.1.2.
4. On termination or expiry of the Contract:
   1. the Client shall immediately pay to HMA Tax all of HMA Tax's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, HMA Tax shall submit an invoice, which shall be payable by the Client immediately on receipt;
   2. the Client shall return all materials produced for the Client (excluding materials provided by the Client) which have not been fully paid for. If the Client fails to do so, then HMA Tax may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
5. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
7. Where the Client is a consumer, under the Consumer Contracts Regulations 2013, they have the right to cancel this contract within 14 days of entering it. Please contact us to discuss and request a cancellation letter. HMA Tax will not commence any work until after the 14 days unless you advise us in writing that you wish to waive these rights.

9. Limitation Of Liability and Indemnity.

1. The limits and exclusions in this clause reflect the insurance cover HMA Tax has been able to arrange.
2. References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Nothing in this clause 9 shall limit the Client's payment obligations under the Contract.
4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for;
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation; and
   3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5. Subject to clause 9.4 (Liabilities which cannot legally be limited), HMA Tax's total liability to the Client for all loss or damage shall not exceed £5,000,000.
6. Subject to clause 9.3 (No limitation of Client's payment obligations) and clause 9.4 (Liabilities which cannot legally be limited), this clause 9.6 sets out the types of loss that are wholly excluded:
   1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of use or corruption of software, data or information;
   6. loss of or damage to goodwill; and
   7. indirect or consequential loss.
7. HMA Tax has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8. This clause 9 shall survive termination of the Contract.

10. Anti Money Laundering Obligations

1. HMA Tax is required to identify its clients and obtain satisfactory evidence to confirm the identity of its clients for the purposes of the UK anti-money laundering legislation and may request from the Client, and retain, such information and documentation as HMA Tax considers necessary for these purposes. The Client agrees to HMA Tax making searches of appropriate electronic, on-line and other databases (including credit reference and fraud prevention agencies and the Electoral Roll) in connection with identifying the Client (which for these purposes includes directors and shareholders of limited companies and members of partnerships and LLPs) for anti- money laundering purposes. The agencies will record the details of the search and lenders may share these searches in order to prevent fraud. Please refer to HMA Tax’s privacy policy for further details of how client data is managed.

11. Helping Us To Give You The Best Service

1. We are committed to providing you with a high quality service that is both efficient and effective. If, at any point, you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting us.
2. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, The Institute of Chartered Accountants in England and Wales.

12. Dispute Resolution

1. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
   1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, a manager from each party shall attempt in good faith to resolve the Dispute;
   2. if the managers of the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to an executive of each party (or to such other persons of equivalent or superior position designated by one party in a written notice to the other party (Executive(s)) who shall attempt in good faith to resolve it; and
   3. (provided always that the anticipated liability value of the Dispute is above the limit for small claims), if the Executives are for any reason unable to resolve the Dispute within 60 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 90 days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. For the avoidance of doubt, if the anticipated liability value of the Dispute is likely to be below the limit for small claims, the provisions of clause 12.3 will apply.
2. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.
3. If for any reason the Dispute is not resolved within 90 days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 15.1.
4. The bearing of the costs of Dispute Resolution shall be discussed and agreed upon as part of the Dispute Resolution process. If a party fails to engage in Dispute Resolution then, irrespective of any subsequent referral to the courts of England and Wales, that party shall be liable for the costs of Dispute Resolution.

13. Notices

1. Any notice given to a party under or in connection with the agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email. Any notice shall be deemed to have been received no later than 3 working days after it is sent, or sooner if deemed reasonable.
2. Any notice delivered to the Client through the HMA Tax Client Portal shall be deemed delivered at the point that the information is displayed to the Client.
3. This clause 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

14. Entire Agreement

1. The agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. The Client acknowledges that in entering into the agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement.

15. General

1. The agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.
2. Neither party shall be in breach of the agreement nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
3. HMA Tax may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the agreement.
4. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the agreement without the prior written consent of HMA Tax.
5. Except as set out in this agreement, no variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this 15.7 shall not affect the validity and enforceability of the rest of the agreement.
8. Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
9. Save as provided for in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from this agreement.
10. In addition to this clause, the following clauses shall survive termination of the agreement: 7, 8, 9, 12, 13, 14.