Headley Meredith Associates Ltd t/as HMA Tax
Terms and Conditions

1. Definitions

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 Instruction Form
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
Client Default
the Client’s failure to comply with its obligations as set out
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
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 Instruction Form as a percentage of the Allowances identified by HMA Tax. The fee is subject to VAT at the prevailing rate.
HMRC
Her Majesty's Revenue and Customs
Property
the property or properties specified in the Client Agreement Form
Report Date
the date of the Approved Report
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. The Service

  1. HMA Tax shall perform the Services with reasonable care and skill and in accordance with the Client’s instructions in the Client Instruction Form.
  2. Upon receipt of the completed agreement, HMA Tax shall 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 prepare a Survey Report for the Client to review prior to preparation of the Approved Report for the Property.
  4. The report will be finalised by HMA Tax in accordance with the Client’s Instructions and information from 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 report will constitute the Approved Report 28 days after issuing by HMA Tax
  5. Unless the Client has indicated that they will submit the Approved Report to HMRC, HMA Tax will prepare Amended Tax Returns for the Client to enable the submission of the Approved Report.
  6. The Approved Report shall be submitted to HMRC by HMA Tax within 2 working days of approval by the Client.
  7. HMA Tax shall prepare the Approved Report on the properties for the owner as instructed by the Client. In some cases, the Client may not be the owner of the Property, in such a scenario the Client 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 service.

3. The Client's Obligations

  1. In order for HMA Tax to carry out the Services, the Client warrants that it 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 will 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. The Client confirms that all information provided by it to HMA Tax will be complete, accurate and the Client acknowledges that HMA Tax may rely upon such information being complete and accurate.
  4. Where the Client has indicated that they or their Accountant will submit the Report to HMRC, they will ensure that this is done within 14 days of receiving the Approved Report.

4. Our Fees

  1. In consideration of the Services, subject to the provisions of clause ‎4.3.6, the Client shall pay the Fee to HMA Tax within 30 days from the date of the invoice.
  2. In the event that the Client fails to pay the Fee in accordance with Clause ‎4.1, then without limiting any other right or remedy of HMA Tax, HMA tax shall have the right 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. Late payment charges and reasonable recovery costs may also be levied.
  3. In addition to the Fee, the Client shall be required to pay for the following:
    1. a charge of £250 plus mileage at 45p/mile from our Registered Office to your property plus VAT in the event that our Surveyor arrives at the property on the agreed Survey Date and is unable to gain full access for any reason;
    2. any charges levied by their Accountant or other external party in relation to providing required documents;
    3. in the event that a fee becomes payable under Clause ‎4.3, 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;
    4. the Client shall have no right to set off any sums which are owing under this agreement;
    5. for the avoidance of doubt, the Client shall remain liable for the Fee in the event that the Client or the Accountant:
      1. fails to approve or query the Amended Tax Returns as prepared by HMA Tax;
      2. fails to ensure the submission of the Approved Report to HMRC;
      3. fails to provide accurate information which causes a delay in payment of the Embedded Capital Allowance from HMRC whether in part, in full or indefinitely;
      4. fails to respond to HMA Tax following receipt of the Approved Report on or after the Report Date;
      5. permits a Client Default; or
      6. as a result of the Client’s and/or Accountants actions or omissions;
    6. If the Client has not received the relief or refund from HMRC through no fault, act or omission of their own or their Accountant, then HMA Tax will not expect payment until the refund or relief is received, providing that all the following pre-requisites have been met:
      1. the Survey Report was approved within 14 days of issuing and the Approved Report was submitted to HMRC within 14 days of issuing;
      2. HMA Tax was provided with a copy of the submission receipt within 72 hours of submission;
      3. the Client is not in arrears with HMRC and a tax payment date has not passed.

5. 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 ‎5.2 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 and 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.

6. Confidential & Intellectual Information

  1. The Client shall throughout the duration of the Services and for an indefinite period after, keep all Confidential Information in strict confidence and shall only disclose such Confidential Information with HMA Tax prior written consent.
  2. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by HMA Tax. All HMA Tax materials including any documentation provided by HMA Tax is and shall remain the exclusive property of HMA Tax.

7. Termination

  1. HMA Tax shall be entitled to terminate the agreement:
    1. immediately in the event of a Client Default which is not remedied upon 14 days’ written notice from HMA Tax; or
    2. upon 7 days’ written notice to the Client.
  2. In the event of termination howsoever arising, the Client shall be liable to HMA Tax for:
    1. HMA Tax’s costs incurred directly, or indirectly as a result of the Client Default;
    2. any third party fees that HMA Tax has incurred arising from the Services;
    3. the Fee identified in the Approved Report.
  3. In the event of termination, clauses ‎4.3.6 and ‎5.1 shall no longer apply.

8. Limitation Of Liability

  1. Nothing in this agreement shall limit or exclude HMA Tax or the Client's liability for:
    1. death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
    2. fraud or fraudulent misrepresentation; or
    3. breach of the terms implied by section 2 Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
  2. Neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement; and
  3. HMA Tax's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Fees paid and payable by the Client under this agreement.

9. 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.

10. 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.

11. Dispute Resolution

  1. If a dispute arises out of or in connection with this agreement 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 11:
    1. if the Client and HMA Tax are for any reason unable to resolve the Dispute within fourteen (14) days of it being issued, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR Notice should be sent to CEDR. The mediation will start not later than fourteen (14) days after the date of the ADR Notice.
  2. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 15.1 which clause shall apply at all times.
  3. If the Dispute is not resolved within twenty-eight (28) days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of twenty-eight (28) days, or the mediation terminates before the expiration of the said period of twenty-eight (28) days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 14.1.
  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.

12. 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 12 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.

13. 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.

14. 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 14.7 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: 6, 8, 9, 11, 12, 13.
Version 5.2
Effective From: 19/06/2020