Headley Meredith Associates Ltd

Terms and Conditions

1. Definitions

Accountant: the Accountant as specified in the Client Instruction Form
Allowances: see Embedded Capital Allowances
Approved Report: the report prepared and finalised by HMA 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, agent of HMA and any Accountants and Surveyors instructed by HMA from time to time.
Client: the client specified in the Client Instruction Form.
Client Instruction Form: to which these terms and conditions are appended.
Client Default: the Client’s failure to comply with its obligations as set out in Clause 3.
Client Welcome Letter: correspondence from HMA to the Client outlining the proposed process and requesting further information.
Confidential Information: all confidential or proprietary information in any form or medium relating to HMA 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.
Draft Report: the first version of the report as prepared by HMA for review by the Client and their Accountant and marked as such by HMA.
Embedded Capital Allowances: the amount of unclaimed and Embedded Capital Allowances in the Client’s Property that is identified by HMA in the Approved Report.
Fee: 5.50% plus VAT of the Embedded Capital Allowances identified in the Approved Report prepared by HMA.
HMA Tax: Headley Meredith Associates Limited a company registered under company number 09123229 whose registered office is 15-17 Church Street, Stourbridge, West Midlands, DY8 1LU.
HMRC: Her Majesty’s Revenue and Customs.
Intellectual Property: all copyright, patents or related rights, moral rights, trade marks, goodwill, rights in design, 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 including all applications and rights to be applied for and be granted and all other similar of equivalent rights or forms of protection which subsist not or in the future in any part of the world.
Property: the property or properties specified in the Client Instruction Form.
Report Date: the date of the Approved Report.
Services: reviewing and preparing an Approved Report in accordance with the Client’s instructions in the Client Instruction Form in relation to Embedded Capital Allowances which are unclaimed in the Client’s Property which the Client use against their taxable profits with HMRC.
Survey Date: the mutually agreed upon date and time upon which our Surveyor will visit your Property to prepare their report.
Surveyor: the Surveyor instructed by HMA from time to time.

2. The Services

  1. HMA 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 shall arrange for one of their Surveyors to survey the Property and HMA shall prepare a Draft Report on any Embedded Capital Allowance in the Client’s Property.
  3. The report will be finalised by HMA 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.
  4. Unless the Client has indicated that they will submit the Report to HMRC, HMA will prepare Amended Tax Returns for the Client to enable the submission of the Report
  5. The Approved Report shall be submitted to HMRC by HMA within 2 working days of approval by the Client.

3. The Client's Obligations

  1. In order for HMA to carry out the Services, the Client warrants that it shall provide HMA and its Authorised Representatives with:
    1. The last two years full accounts, tax returns and computations for all owners of the Property; and;
    2. Any other information that HMA may reasonably request
    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 within 14 days of receipt. In the absence of such approval, HMA may deem the Client to have accepted the contents.
  3. The Client confirms that all information provided by it to HMA will be complete, accurate and the Client acknowledges that HMA may rely upon such information being complete and accurate.

4. Our Fees

  1. In consideration of the Services, subject to the provisions of clause 4.7, the Client shall pay the Fee to HMA within 7 days from the Invoice Date.
  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, HMA shall have the right to charge interest on the overdue amount at the rate of 8% 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 on the agreed Survey Date and is unable to gain access for any reason.
    2. Any charges levied by their Accountant or other external party in relation to providing required documents
  4. In the event that a fee becomes payable under Clause 4.3, HMA shall invoice the Client for any costs and payment shall be made by the Client within 7 days from the date of the invoice.
  5. The Client shall have no right to set off any sums which are owing under this agreement.
  6. 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
    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 following receipt of the Report on or after the Report Date; or
    5. permits a Client Default.
    6. As a result of the Client’s and/or Accountants actions or omissions.
  7. 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 will not expect payment until the refund or relief is received, providing that all the following pre-requisites have been met.
    1. the draft report was approved within 28 days of issuing;
    2. the final report was submitted to HMRC within 28 days of issuing
    3. HMA was provided with a copy of the submission receipt
    4. 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 these Terms, 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. Approved Report Guarantee

  1. Where the Client has complied with their obligations under Clauses 2.5, 3 and 4.1 then HMA will liaise with and resolve any queries arising from HMRC in respect of the Report and indemnify the Client for the duration of their ownership of the Property against any penalties or interest charges that may be levied by HMRC.

7. Confidential Information

  1. The Client shall throughout the duration of the Services and for a period of 12 months following completion of the Services, or upon termination of this agreement whichever is later, keep all Confidential Information in strict confidence and shall only disclose such Confidential Information with HMA’s prior written consent. All information is covered and processed in line with our GDPR policy which is available on our website or on request

8. Intellectual Information

  1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by HMA. All HMA materials including any documentation provided by HMA is and shall remain the exclusive property of HMA.

9. Termination

  1. HMA 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; 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 for:
    1. HMA’s costs incurred directly, or indirectly as a result of the Client Default;
    2. any Surveyor’s and/or Accountant’s fees that HMA has incurred arising from the Services; and
    3. the Fee identified in the Approved Report.
  3. For the purposes of this clause 8, clauses 4.8 and 5.1 shall not apply.

10. Limitation of Liability

  1. HMA shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from HMA’s failure or delay to perform any of its obligations which shall include special, consequential or indirect losses howsoever arising.

11. Anti Money Laundering Obligations

  1. HMA 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 considers necessary for these purposes. The Client agrees to HMA 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.

12. 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 in writing.
  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 ICAEW.

13. Entire Agreement

  1. This agreement constitutes the whole agreement between the parties and replaces any previous agreements between the parties relating to the subject matter.
  2. The Client acknowledges that in entering into this contract it does not rely on any statement, representation, or warranty other than those expressly set out in this contract.

14. General

  1. This agreement shall be governed by and construed in accordance with English Law. The parties agree that the English courts shall have exclusive jurisdiction to settle any dispute arising from this agreement and/or the Services.
  2. 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.
  3. The following clauses shall survive termination of the agreement: 6, 7, 8.2, 9, 10 and 11
These Terms and Conditions were last updated on the 12th September 2018.
Version 3.4