Stamp Duty Advice Bureau
Trading as Land Tax Advice

Land Tax Refund Terms of Agreement

______

Terms and Conditions for Land Tax Advisory and Reclaim Services

1. Definitions

1.1 “Client” refers to any individual or legal entity that has engaged the Company to provide Services.

1.2 “Company” means Stamp Duty Advice Bureau Ltd, trading as Land Tax Advice (Company Number 14642347).

1.3 “Contract” means the legally binding agreement between the Company and the Client, which is formed when the Client “Accepts” the “Estimate”. This Contract comprises the Estimate and these Terms and Conditions. “Accepts” or “Acceptance” means electronically signing, clicking to approve, or otherwise confirming acceptance of the Estimate to which these Terms are attached.

1.4 “Estimate” means the document (to which these terms are attached) that sets out the scope of the Services and the Fees.

1.5 “Compensation” means the total monetary value, including any refund, rebate, repayment, tax saving, benefit, or gesture of goodwill. This explicitly includes a “Sum Saved,” which is defined as the difference between the tax liability initially assessed, demanded, or self-assessed, and the final lower liability established as a result of the Company’s Services.

1.6 “Fees” means the charges payable by the Client for the Services (which may be a Contingent Fee, a Fixed Fee, or an Hourly Rate) as specified in the Estimate.

1.7 “Land Tax” is a collective term referring to Stamp Duty Land Tax (SDLT), Land Transaction Tax (LTT), and Land and Buildings Transaction Tax (LBTT).

1.8 “Services” means the specific services to be provided by the Company as detailed in the Estimate.

1.9 “Third Party” means, as applicable, HM Revenue & Customs (HMRC), the Welsh Revenue Authority, or Revenue Scotland.

1.10 “VAT” means value added tax at the prevailing rate.

1.11 “In writing” means any legally verifiable written communication, including letter and email.

2. Status and Acknowledgment

2.1 The Client acknowledges that the Company is a specialist tax advisory firm and not a regulated law firm. The Company does not conduct reserved legal activities.

3. Duration

3.1 This Contract shall take effect on the date it is Accepted by the Client and shall remain in force until terminated in accordance with Clause 11.

3.2 The Contract shall automatically conclude upon the completion of the Services and full payment of all Fees.

4. Services and Commercial Terms

4.1 Service Categories
The Company offers services in connection with UK Land Tax matters, including:

  • 4.1.1 Reclaim Services: The Company submits Land Tax refund claims to the relevant Third Party on the Client’s behalf.
  • 4.1.2 Inquiry Representation Services: The Company represents the Client in communications, correspondence, and proceedings with a Third Party regarding an open inquiry into a Land Tax matter.
  • 4.1.3 Professional Advice Services: The Company provides professionally indemnified tax advice, analysis, or tax planning in relation to prospective or past transactions.
  • 4.1.4 Claim Support: The Client retains responsibility for submitting their own claim but receives assistance from the Company.

4.2 Scope of Service and Responsibilities

  • 4.2.1 The Company shall exercise reasonable skill, care, and diligence, act in the best interests of the Client, and use reasonable endeavours to keep the Client informed of key developments.
  • 4.2.2 The Company reserves the right to decline proceeding with any matter if, in its professional judgement, it deems it to lack merit or commercial viability.
  • 4.2.3 The initiation of formal legal (Tribunal or Court) proceedings falls outside the scope of standard Services unless specifically agreed in writing (see Clause 10).
  • 4.2.4 Any Compensation received by the Company on the Client’s behalf will be held on trust for the Client in a separate Company bank account. The Company will deduct its Fees before transferring the remaining funds to the Client. If Compensation is paid directly to the Client, the Client shall promptly pay the applicable Fees.

4.3 Commercial Terms by Service Type

  • 4.3.1 Reclaim & Inquiry Services: Fees are generally charged on a “no win, no fee” (Contingent Fee) basis, calculated as a percentage of the Compensation (which includes a “Sum Saved”). If no Compensation is recovered or saved, no Contingent Fee applies.
  • 4.3.2 Professional Advice Services (Fixed/Hourly): For bespoke advice, Fees are charged on an Hourly Rate or Fixed Fee basis as set out in the Estimate. Time includes meetings, document review, research, and correspondence.
  • 4.3.3 Scope Variation: If the Client requests services outside the original scope of the Estimate, the Company reserves the right to issue a new Estimate for the additional work. The Company is not obliged to perform any additional work until a revised Estimate is Accepted.

4.4 General Commercial Terms

  • 4.4.1 Unless expressly stated, quoted Fees exclude disbursements or third-party costs, which will only be incurred with the Client’s prior consent and invoiced separately.
  • 4.4.2 The Company is not liable for penalties or interest imposed by a Third Party unless arising solely from the Company’s gross negligence or wilful misconduct.

5. Charges

5.1 The Client shall be liable to pay all Fees and any other charges due under this Contract. Where the Client comprises more than one person, their liability shall be joint and several.

6. General Obligations of the Client

The Client agrees:

  • 6.1 To promptly provide all information, documents, and authorisations reasonably requested.
  • 6.2 To ensure all information provided is true, accurate, complete, and not misleading, and to update the Company immediately if any information changes.
  • 6.3 To authorise the Company to act on their behalf in all matters relating to the Services.
  • 6.4 To grant the Company exclusive authority to negotiate and correspond with the Third Party in relation to the Services, unless agreed otherwise.
  • 6.5 To respond promptly to all correspondence from the Company.
  • 6.6 To pay all invoices in accordance with this Contract.
  • 6.7 Not to instruct any other service provider for the same specific claim or matter during this Contract without the Company’s prior written consent.
  • 6.8 To inform the Company in advance if they intend to correspond directly with the Third Party. The Client acknowledges that any direct correspondence undertaken without coordinating with the Company may prejudice the outcome of the Services.
  • 6.9 The Company is not liable for any penalties, interest, or surcharges imposed by a Third Party that arise from the Client’s delay, failure to provide information, or failure to act on advice in a timely manner.
  • 6.10 To provide all necessary information for the Company to comply with its Anti-Money Laundering (AML) obligations.

7. Payment Obligations

7.1 The Client shall pay the Fees as set out in the Estimate. If Compensation is paid directly to the Client, the Client remains liable to pay the Fees in full.

7.2 Invoice Issuance: The Company shall issue an invoice upon completion of the Services, at agreed milestones, or upon confirmation that Compensation has been paid, offset, or secured (e.g., upon receipt of a closure notice confirming a successful defense). Unless otherwise stated, payment is due within seven (7) calendar days of the invoice date.

7.3 Interest and Recovery Costs: If payment remains outstanding beyond thirty (30) days from the invoice date, the Company may, at its sole discretion, choose to charge interest. If the Company exercises this discretion, interest will accrue daily at the official rate of late payment interest advertised by HMRC at that time, calculated from the invoice date until payment is received. The following fixed recovery costs will also apply:

  • £40 for debts under £1,000
  • £70 for debts between £1,000 and £9,999.99
  • £100 for debts of £10,000 or more.

7.4 Legal Action: If the debt remains unpaid after a final reminder, the Company reserves the right to instruct solicitors or take legal action to recover the outstanding amount. All associated legal costs shall be recoverable from the Client.

7.5 Rejection of Offer: If the Company obtains an offer of Compensation which it, based on its professional experience, advises the Client in writing to accept, and the Client rejects that offer against such written advice, the Company reserves the right to charge a Fee equivalent to what would have applied had the offer been accepted.

7.6 Offset Compensation: If Compensation is offset by a Third Party against any existing tax liabilities of the Client, the Client remains liable to pay the Company’s Fees based on the full Compensation amount.

8. Performance

8.1 The Company shall use reasonable endeavours to complete the Services in a reasonable period but shall not be liable for delays outside its control, including delays by the Third Party or the Client.

8.2 Document Retention: The Company will retain all documents and client data for a period of six (6) years following the conclusion of the matter, in line with tax, data protection, and professional indemnity requirements, after which they will be securely destroyed.

9. Liability

9.1 The Company shall provide the Services with reasonable skill, care, and diligence, and holds relevant Professional Indemnity (PI) Insurance for its services.

9.2 Nothing in this Agreement shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or for fraud.

9.3 Subject to clause 9.2, the Company’s total liability to the Client (whether in contract, tort, or otherwise) shall be limited as follows:

  • 9.3.1 For Reclaim Services and Inquiry Representation Services, liability is limited to the greater of the total Fees paid for that service or £10,000.
  • 9.3.2 For Professional Advice Services, liability is limited to a total of £250,000 (two hundred and fifty thousand pounds).
  • 9.3.3 The Company shall not be liable for any indirect or consequential losses.

9.4 Any claim for loss or damage must be notified to the Company in writing as soon as reasonably practicable.

9.5 The Company shall not be liable for any loss resulting from changes in law, policy, or interpretation of tax legislation that occur after the Estimate is Accepted.

9.6 The Company is not liable for any losses arising from misrepresentations or omissions in information provided by the Client or third parties.

9.7 The Client agrees not to bring any claim personally against the Company’s directors or employees.

9.8 The Company’s Services may include representing the Client in relation to penalties, such as those for a ‘careless self-assessment’. While the Company will use all reasonable skill and care in this representation, the Company shall not be held responsible or liable for the penalty amount itself, which remains the Client’s sole responsibility.

10. Litigation

10.1 Subject to the Client’s prior written agreement, the Company may agree to manage formal legal proceedings (e.g., Tax Tribunal) on the Client’s behalf.

10.2 Where such proceedings are commenced, the Client agrees to comply promptly with all instructions, disclose all relevant facts, and authorise any appointed legal representative to pay the Company’s Fees from any Compensation recovered.

10.3 The Client shall be liable for all legal costs and expenses in connection with such proceedings if the Client provides false or misleading information, terminates the contract during the proceedings, or fails to provide instructions.

11. Termination

11.1 The Company may terminate this Contract by written notice if the Client commits a material breach (including non-payment of Fees) and fails to remedy it within 15 days, becomes bankrupt, or lacks mental capacity.

11.2 The Client may terminate this Contract at any time without incurring penalties by providing written notice. Termination shall take effect immediately upon receipt of such notice.

11.3 Upon termination by the Client (per 11.2), the Client shall immediately pay all outstanding invoices. For Services provided on an Hourly Rate or Fixed Fee basis, the Company shall be entitled to invoice for all work performed up to the date of termination.

11.4 Notwithstanding termination by the Client, if the Client subsequently receives Compensation arising from or in connection with the matter submitted or substantially advanced by the Company, the Company shall remain entitled to its full Contingent Fee, as if the Contract had remained in force.

11.5 The Company shall not be liable for any delay or failure to perform services by reason of any cause beyond its reasonable control.

12. Confidentiality

12.1 Each party agrees to treat as strictly confidential all information obtained from the other in connection with this Contract.

1.2 These obligations shall not apply to information that is publicly available, already lawfully possessed, or required to be disclosed by law or a regulatory authority.

12.3 This clause shall survive the termination of the Contract.

13. Conflict of Interest

13.1 The Company will take all reasonable steps to identify and manage any potential conflict of interest. If a conflict arises that cannot be managed by segregation or disclosure, the Company reserves the right to decline or cease to act. The Company will not be required to disclose confidential information belonging to another client.

14. Privacy Policy and Data Protection

14.1 The Company will process and store all personal data in accordance with its Privacy Policy (available at www.landtaxadvice.co.uk/privacy) and in compliance with the UK GDPR and the Data Protection Act 2018.

14.2 By accepting this Contract, the Client consents to the Company sharing their personal information with third parties (such as HMRC, solicitors, or accountants) as necessary and relevant, solely for the purpose of progressing the Client’s Services.

15. Misleading Information

15.1 The Company reserves the right to charge the Client for costs incurred if information provided by the Client is misleading or contains material omissions.

15.2 The Company will not be held responsible for any losses, penalties, or additional tax liabilities arising from fraudulent or negligent information provided by the Client.

16. Assignment and Subcontracting

16.1 The Company reserves the right to assign the Contract and subcontract any of its obligations. This will not prejudice the Client’s rights. The Contract is personal to the Client and is not assignable.

17. Rights of Third Parties

17.1 A person who is not a party to the Contract will have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract.

18. Entire Agreement

18.1 This Contract constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements. No other terms (such as those in the Client’s purchase orders) shall apply.

19. Notices

19.1 Any notice to be given in accordance with the Contract must be in writing.

20. Severability

20.1 If any provision of the Contract is held by a court to be void or unenforceable, the remaining provisions shall continue to be valid.

21. Variations

21.1 No variation to these conditions shall be binding unless agreed in writing between the Company and the Client.

22. Complaints

22.1 The Company operates a complaints mechanism, full details of which are set out at www.landtaxadvice.co.uk/complaints

23. Waiver

23.1 No failure or delay in exercising any of the Company’s rights shall constitute a waiver of the same.

24. Law and Jurisdiction

24.1 The law applicable to the Contract shall be English law and the parties consent to the jurisdiction of the English courts.

25. Refund Terms

25.1 The availability of any refund of Fees will be determined solely by the terms set out in the Estimate.

25.2 If the Client becomes subject to an inquiry by a Third Party, a refund of Fees may be considered only where the Company determines there is no realistic prospect of successfully overturning an adverse decision through appeal.

25.3 Where such a determination results in the Client being required to repay Land Tax, and further appeal is deemed unviable, the Company will process a refund in accordance with the Estimate. No interest shall be payable on refunded fees.

2.4 The Company retains sole discretion to determine whether to challenge any adverse determination.

25.5 In the absence of an express refund provision in the Estimate, all Fees are non-refundable.

2.6 Any refund due shall be limited strictly to the amount actually paid by the Client.

26. Consumer Cancellation Rights (Cooling-Off Period)

26.1 This clause applies only if the Client is a “consumer” (an individual acting wholly or mainly outside their trade, business, craft, or profession).

26.2 The Client has a legal right to cancel this Contract within 14 days (“the Cancellation Period”) without giving any reason. The Cancellation Period will expire 14 days after the day the Contract is formed (the date the Client Accepts the Estimate).

26.3 To exercise the right to cancel, the Client must inform the Company in writing (e.g., by email) of their decision to cancel.

26.4 Express Request to Begin Services: If the Client requests in writing that the Company begins the Services during the Cancellation Period, the Client shall pay the Company an amount proportionate to the work performed up to the point of cancellation. This includes all work on an Hourly Rate basis, or a reasonable assessment of work performed for contingent-fee services.

26.5 Waiver of Cancellation Right: If the Company completes the Services (e.g., successfully secures the Compensation or delivers the final advice report) within the 14-day period at the Client’s express request, the Client loses their right to cancel and must pay the Fees in full.

______

This Agreement is created and executed on behalf of Stamp Duty Advice Bureau Ltd trading as Land Tax Advice, a company registered under the laws of the United Kingdom with its registered office at 14/2E Docklands Business Centre, 10-16 Tiller Road London, E14 8PX.