TERMS AND CONDITIONS
1. ABOUT US
1.1 STAMPBACK LIMITED (company number 08155670) (“we” and “us” and “our”) is a company registered in England and Wales and our registered office is at The Long Lodge, 265-269 Kingston Road, London SW19 3FW. We operate the website www.stampback.com (our “Site”).
1.2 To contact us, please telephone us at 020 8545 2621or e-mail us at John@stampback.com
2. OUR CONTRACT WITH YOU
2.1 These terms and conditions (“Terms”) apply to (i) any Request for Services made by you, (ii) any contract we enter into in accordance with clause 3.2 (“Contract”), and (iii) any Services we provide to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Contract is governed by these Terms, and is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.
2.3 These Terms and the Contract are made only in the English language.
2.4 You should print a copy of these Terms or save them to your computer for future reference.
2.5 The following definitions and rules of interpretation apply in these terms and conditions:
Commission: means the commission we will charge, in accordance with clause 7, if we obtain a SDLT Repayment from HMRC in relation to your Property.
Completion: means the date the SDLT Repayment is received by us into our designated account from HMRC.
HMRC: means Her Majesty’s Revenue and Customs, or any other person or entity that may make a SDLT Repayment from time to time.
Initial Services: means the checks, reviews and other work we may do at the outset (upon receipt of a Request for Services) to determine whether we believe you may be eligible for a SDLT Repayment in respect of your Property.
Main Services: the services, tasks, activities and work we perform (if we believe you may be eligible for a SDLT Repayment in respect of your Property) in relation to trying to secure a SDLT Repayment in relation to your Property.
Property: means the address of your property provided in the Request for Services.
Request for Services: means a request you make via our website for our Services.
SDLT: means Stamp Duty Land Tax.
SDLT Repayment: means the monies determined by HMRC which are owed to you due to an overpayment of SDLT in relation to your Property.
Services: means the Initial Services and the Main Services.
UK: means United Kingdom.
3. MAKING A REQUEST FOR SERVICES AND ITS ACCEPTANCE
3.1 Please follow the onscreen prompts to make a Request for Services. You may only submit a Request for Services using the method set out on the site.
3.2 When making your Request for Services, we may ask you to provide certain information and documentation in respect of you and the Property, including but not limited to:
· SDLT5 Certificate
· Certified copy of the Transfer Deed
· Certified copy of the purchase contract.
· Letter authorising us to apply for and collect a refund on your behalf
3.3 We will use this information and documentation to determine whether we believe you may be eligible for a SDLT Repayment. For purposes of these Terms, our determination on eligibility is final. If we determine that we do not believe you are eligible for a SDLT Repayment, we will notify you and the Contract shall be deemed to automatically terminate. You will have no obligation to pay us any fees or Commission, and we shall have no further obligation to provide the Services and no liability under the Contract to the fullest extent permitted by applicable law.
3.4 Each Request for Services is an offer by you to buy the Services subject to these Terms. Unless we notify you that for whatever reason we are unable to accept your Request for Services, your Request for Services will be deemed accepted if and when we send you an email acknowledging receipt, at which point and on which date the Contract between you and us will come into existence.
3.5 Any acceptance of your Request for Services does not mean that we believe you will be eligible for a SDLT Repayment, nor that we will provide the Main Services. Acceptance of your Request for Services means simply that we will perform the Initial Services in order to let you know whether or not we believe you may be eligible for a SDLT Repayment, in which case (subject to clause 12) we will provide the Main Services. We give no assurance, guarantee, representation, warranty or promise that either:
(a) you will be deemed by us to be potentially eligible for a SDLT Repayment (such that we will provide the Main Services) in respect of the relevant Property; or
(b) our determinations on eligibility will always be correct; or
(c) even if we determine that you may be eligible for a SDLT Repayment (and even if we provide the Main Services), that any SDLT Repayment will actually be made.
3.6 Please check your Request for Services, and all information and documentation you submit, before you submit it. You are responsible for ensuring that all information and documentation you submit is complete and accurate.
4. CANCELLING YOUR CONTRACT
4.1 You agree that we may commence providing the Services immediately after entering the Contract (rather than only at the end of any 14 day cancellation period under clause 4.2) and that Commission shall therefore become payable, subject to these Terms, from the date of the Contract.
4.2 You may cancel the Contract, if you notify us as set out in clause 4.4, within 14 days of our acknowledgement and acceptance of your Request for Services. You cannot cancel the Contract once we have completed the Services, even if the 14-day period is still running.
4.3 If, at the date you cancel the Contract under clause 4.2, we have already commenced the provision of the Services, you will remain liable to pay us the Commission should any SDLT Repayment subsequently be made.
4.4 To cancel the Contract, you must email us at John@stampback.com or contact us by telephone on 020 8545 2621 or by post to The Long Lodge, 265-269 Kingston Road, London SW19 3FW. If you are emailing us or writing to us please include details of your Property to help us to identify it.
5. OUR SERVICES
5.1 Any descriptions on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2 If we believe you may be eligible for a SDLT Repayment and provided you have provided us with all information and documentation we have requested, we will provide the Main Services. The Main Services will be those services we deem appropriate to try to obtain from HMRC a SDLT Repayment.
5.3 We warrant to you that the Services will be provided using reasonable care and skill.
5.4 Without prejudice to clause 9, you agree that we may act on your behalf with respect to trying to obtain a SDLT Repayment (and may notify HMRC or other relevant parties that we act on your behalf), and that we may disclose details about you and the Property (as well as any other information and documentation you provide to us) to HMRC and other relevant parties as necessary for the provision of the Services.
5.5 Unfortunately we are unable to perform the Services at addresses outside the UK.
6. YOUR OBLIGATIONS
6.1 It is your responsibility to ensure that:
6.1.1 the terms of your Request for Services are complete and accurate;
6.1.2 you co-operate with us in all matters relating to the Services;
6.1.3 you provide us with such information, documents and materials we may reasonably require to supply the Services (including all required documents relating to your Property), in a timely fashion, and ensure that such information is complete and accurate in all material respects;
6.1.4 you provide us with your UK bank account details so that we can transfer the SDLT Repayment (if obtained), less our Commission, to your account;
6.1.5 you shall notify us as soon as possible if you become aware of any errors in or changes to the information, documents or materials you have provided to us. .
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any of the obligations listed in clause 6.1 or elsewhere in these Terms (“Your Default”):
6.2.1 we will be entitled, at our sole discretion, to either (a) suspend performance of the Services until you remedy Your Default, or (b) to terminate the Contract upon notice to you;
6.2.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services.
6.3 You shall indemnify us and keep us indemnified against any claims, liabilities, damages, losses, costs and expenses that we may suffer or incur as a result of or in relation to:
6.3.1 any breach by you of these Terms;
6.3.2 your acts, errors or omissions; and/or
6.3.3 your failure to comply with any applicable laws or regulations.
7.1 In consideration of us providing the Services, and if we obtain a SDLT Repayment from HMRC, you shall pay us Commission in accordance with this clause 7.
7.2 No Commission or other fees will be payable if we are not successful in obtaining a SDLT Repayment.
7.3 You agree that the SDLT Repayment shall be paid by HMRC into our designated account. Out of the SDLT Repayment money that we receive, we shall deduct our Commission and then pay you the balance (the “Balance”). We shall pay the Balance to you within fifteen days following Completion. If for whatever reason the SDLT Repayment (or any part of it) is paid to you or another party rather than to us, you will pay to us (or will ensure such other party pays to us) our Commission within fifteen days from the date such SDLT Repayment is received.
7.4 Our Commission is set at 30% of the total amount of the SDLT Repayment received from HMRC.
7.5 We do not expect VAT to be chargeable in respect of our Commission or the Services provided. If, however, this changes at any point, you acknowledge and agree that our Commission is exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, which will be taken in addition to our Commission.
If a problem arises or you are dissatisfied with the Services, please send us a letter by post to The Long Lodge, 265-269 Kingston Road, London SW19 3FW.
9. HOW WE MAY USE YOUR PERSONAL INFORMATION
9.1 We will use any personal information you provide to us to:
9.1.1 provide the Services;
9.1.2 process your payment of the SDLT Repayment for the Services; and
9.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
9.2 Further details of how we will process personal information are set out here.
10. LIMITATION OF LIABILITY
10.1 Nothing in the Contract or these Terms limits or excludes our liability for:
10.1.1 death or personal injury caused by our negligence, or the negligence of our employees;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract or these Terms for:
10.2.1 loss of profits;
10.2.2 loss of sales or business;
10.2.3 loss of agreements or contracts;
10.2.4 loss of anticipated savings;
10.2.5 loss of use or corruption of software, data or information; and
10.2.6 any indirect or consequential loss.
10.3 Subject to clauses 10.1 and 10.2, our total liability to you arising under or in connection with the Contract or these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Commission paid or payable under the Contract.
10.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract and these Terms.
10.5 Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms and conditions of use.
10.6 This clause 10 will survive termination of the Contract.
11.1 You or we (the “disclosing party”) may from time to time disclose to the other (the “recipient”) certain confidential or proprietary information (“confidential information”) under or in connection with the Contract or these Terms. Our confidential information shall include information concerning our business, affairs, processes and operations, and any information of third parties that we hold in confidence. The recipient undertakes that it will not at any time disclose to any person any confidential information of the disclosing party, except as permitted by clause 11.2.
11.2 The recipient may disclose the disclosing party's confidential information:
11.2.1 to such of its employees, officers, representatives, subcontractors or professional advisers who need to know such information for the purposes of carrying out its respective obligations under the Contract and these Terms. The recipient will ensure that such employees, officers, representatives, subcontractors or professional advisers comply with this clause 11; and
11.2.2 (where we are the recipient), to HMRC and other relevant parties as necessary for the performance of the Contract and/or as permitted under these Terms; and
11.2.3 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 The recipient may only use the disclosing party's confidential information for the purpose of fulfilling its obligations under the Contract and these Terms.
12. TERM AND TERMINATION
12.1 The Contract shall take effect from the date it is entered into and, unless terminated earlier in accordance with these Terms, shall continue until the earlier of (i) the date, following Completion, when the Balance and the Commission have been paid to the respective parties, and (ii) 12 months after the effective date of the Contract.
12.2 We may terminate the Contract and discontinue the Services at any time with immediate effect by giving written notice to you.
12.3 Termination or expiry of the Contract for any reason (and/or our discontinuation of the Services) will not affect our obligation to pay you the Balance (nor our right to receive the Commission) should we receive a SDLT Repayment on your behalf after the date of any such termination, expiry or discontinuation.
12.4 Termination or expiry of the Contract will not affect your or our rights and remedies that have accrued as at the date of termination or expiry. Any provision of the Contract or these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract or these Terms that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
14. NON-CIRCUMVENTION AND NON-COMPETE
14.1 During the period of the Contract, you will not do anything that may circumvent our Services or that may limit or prevent us from providing the Services and collecting a SDLT Repayment.
14.2 During the period of the Contract and for twelve months after termination or expiry, you must not:
14.2.1 directly or indirectly attempt to procure services that are similar to our Services from any party; or
14.2.2 become directly or indirectly involved in any capacity (whether as an employee, officer, owner, consultant or otherwise) in any business concern providing services that are similar to our Services.
15. COMMUNICATIONS BETWEEN US
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract or these Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
15.3.1 if delivered personally, on signature of a delivery receipt;
15.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee and that the sender did not receive an automated “out of office” or similar such reply.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16. ASSIGNMENT AND TRANSFER
16.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you if this happens.
16.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20. THIRD PARTY RIGHTS
The Contract is between you and us. No other person has any rights to enforce any of its terms.
21. GOVERNING LAW AND JURISDICTION
The Contract and these Terms governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract and these Terms to the exclusive jurisdiction of the English courts.