Heads of Terms
The purpose of these heads of terms, is to engage Portrait Group Limited to provide professional services to the Client (“Client”) for a business rates appeal/audit. These terms apply to clients with a combined rateable value of £500,000.00 and above (either single location or across a portfolio). This No Win No Fee Contract (“Contract”) is entered into between Portrait Group Ltd and the relevant company / liable party (“Client”).
Scope of Services:
Portrait Group Limited agrees to undertake the following services:
Conducting a thorough review and analysis of the business rates assessment and related documents for the client. Preparing and submitting necessary appeals or applications to relevant authorities for the purpose of challenging the business rates. Representing the client in any negotiations or discussions with the authorities concerning the business rates appeal/audit. Providing guidance and advice to the client throughout the process.
No Win No Fee Arrangement:
Portrait Group Limited agrees to handle the business rates appeal/audit on a “No Win No Fee” basis. “No Win No Fee” means that Portrait Group Limited will not charge any fees unless they are successful in achieving savings for the client. If Portrait Group Limited successfully reduces business rates or achieves any savings for the client, Portrait Group Limited is entitled to receive a fee equal to 25% of the total amount of savings achieved. The fee shall be calculated based on the actual savings realised by the client as a direct result of the business rates appeal/audit process. The fee will be due and payable within 14 days from the date the savings are confirmed and received by the client.
For Check Challenge & Appeals, the 25% fee shall only be applied from the date any backdated savings are confirmed, however will not extend beyond the end of the current rating period (March 2026). For reductions achieved through the addition of a relief or exemption, the 25% fee shall only be applied for the tax years in which they remain active.
Monthly Payment Structure – Supporting Your Business Cash Flow:
In recognition of the importance of maintaining positive cash flow for our clients, payment of the commission fees for achieved savings will be structured as follows:
1. For Check Challenge & Appeals: The commission amount will be paid over 24 months.
2. For Savings Related to Reliefs or Bursaries: The commission amount will be paid over 12 months.
This ensures the savings are realised while maintaining a cash flow positive position.
Late Payments:
If a payment is not received within the agreed payment terms, a late payment fee of £15 will be added to the outstanding balance and shown on your next bill. This fee is to cover administrative costs incurred due to delayed payments.
Withdrawal of Monthly Payment Terms:
If a customer fails to pay three (3) recurring monthly invoices, Portrait Group Limited reserves the right to withdraw the monthly payment terms. In such cases, the outstanding commission amount will be consolidated into a single invoice, which will be due for payment in full within seven (7) days in accordance with our standard payment terms. This measure ensures the continued smooth operation of our services. As a business who strives to support its clients, we do not wish for accounts to escalate to such matters which is why we always encourage our clients to communicate with us via phone or email to discuss any difficulties they are experiencing.
Authorisation to Begin Action:
New procedures introduced in England from April 2017 require you to appoint us to act on your behalf through the Valuation Office Agency’s online Government Gateway portal within 28 days. Portrait Group Limited can guide you through this process and provide support to minimise the impact of what could otherwise be a time-consuming process.
Obligation to Provide Necessary Information:
The client agrees to provide Portrait Group Limited with the following information within twenty-eight (28) days from the date of signing this agreement:
- Assign Portrait Group Limited as an authorised agent via the government gateway for all applicable premises.
- Provide a copy of the business rates bill for all applicable premises.
- Provide a copy of the lease & floor plan for all applicable premises. If such documents are not available, the client agrees to cooperate with the Portrait Group Limited’s project coordinators & surveyors in gathering the required documentation. This may include permitting a physical survey or providing alternative, satisfactory information remotely.
- For businesses rated as “fair maintainable turnover”: Provide accounts and revenue data for the maximum available period.
If the client fails to provide the required information within the specified twenty-eight (28) day period, the client agrees to pay an administration cost of £200 plus VAT to Portrait Group Limited for each applicable premises.
The client acknowledges that timely provision of the aforementioned information is essential for Portrait Group Limited to effectively perform its services in seeking to achieve a saving or reduction (Benefit). The client agrees to cooperate fully with the Portrait Group Limited in any reasonable requests for further information or clarification to facilitate the Portrait Group Limited’s work.
In the event of non-compliance, Portrait Group Limited reserves the right to suspend its services until the required information is provided and the administration cost is paid. The client acknowledges that any delays in providing the required information may result in delays in the Portrait Group Limited’s ability to submit evidence to the Valuation Office Agency and/or Local Authority and potentially impact the outcome of the business rates reduction process.
In such cases, the client acknowledges and agrees that the efforts of Portrait Group Limited were the primary cause of discovering and pursuing the Benefits. Consequently, Portrait Group Limited shall be compensated for its services based on the agreement terms, irrespective of any direct involvement or actions taken by the client following the initial communication with the Local Authority.
The client further agrees not to circumvent Portrait Group’s involvement in any correspondence or negotiations with the Local Authority or Valuation Office Agency that pertain to the Benefits identified through Portrait Group Limited’s efforts. Should the client or the Local Authority and/or Valuation Office Agency engage in such direct communication, the client remains liable for the full payment of Portrait Group’s services as agreed upon in this agreement.
Confidentiality:
Both parties agree to keep all confidential information obtained during the course of this engagement in confidence. Portrait Group Limited shall take reasonable measures to protect the confidential information of the client as per our privacy statement, which can be found here.
Termination:
Either party may terminate this Contract by providing written notice to the other party. Upon termination, Portrait Group Limited shall be entitled to payment within 14 days for any actual savings that continue to be realised by the client as a direct result of the business rates appeal/audit process conducted by Portrait Group for the client.
Cancellation Policy:
- Administration Charge for Cancellation:
If the client cancels this Contract, an administration charge of £300 plus VAT will be applied. - Applicable Costs:
In addition to the administration charge, the client agrees to pay any of the following costs incurred by Portrait Group Limited, if applicable:
- Site survey – £375*
- Remote assistance survey – £95*
- Reworking of existing floor plan – £95
- Submission of check case – £145
- Submission of challenge case – £145
- Government Gateway Appointment (Phone or Online) – £50** Customers who do not attend, or facilitate their appointment without giving prior notice of 24 hours will be charged at the applicable rate, irrespective of the cancellation policy.
No Contact Clause:
If the client fails to maintain reasonable communication with Portrait Group Limited within a period of sixty (60) days, and such lack of communication prevents Portrait Group Limited from effectively carrying out its work, Portrait Group Limited reserves the right to invoke the cancellation clause.
In such circumstances:
- Notice of Non-Communication:
Portrait Group Limited will issue a written notice to the client, advising them of the 60-day period of non-communication and requesting a response within 14 days. - Right to Terminate and Apply Cancellation Clause:
If no response is received within the 14-day notice period, Portrait Group Limited may terminate the Contract. The client will then be liable for:
- The administration charge of £300
- Any additional costs incurred by Portrait Group Limited in accordance with the cancellation policy.
- Payment of fees for any savings, reductions, or Benefits achieved, or for work performed that contributed to potential future savings.
This clause ensures Portrait Group Limited can recover reasonable costs for time and resources allocated to the project in the absence of communication from the client.
Right to Payment for Achieved Reductions:
If the client cancels the Contract and Portrait Group Limited has achieved any reductions, savings, or Benefits (or if any part of the work performed has been used to achieve such reductions, savings, or Benefits), the client agrees to compensate Portrait Group Limited for the full fee (25% of the savings achieved), as per the terms outlined in this Contract.
If at any time after the termination or completion of this Contract, the client identifies or secures further reductions, savings, or Benefits resulting from the work carried out by Portrait Group Limited, agrees to notify Portrait Group Limited promptly and pay the agreed fee (25% of the identified savings).
This includes, but is not limited to, situations where:
- Future savings are applied by the Local Authority or Valuation Office Agency as a result of adjustments or information submitted by Portrait Group Limited during its engagement.
- Any reliefs, exemptions, or reductions are granted or extended based on data, appeals, or applications initiated by Portrait Group Limited.
The obligation to compensate Portrait Group Limited remains valid regardless of whether the client actively pursued or was involved in securing such savings.
Portrait Group Limited will assume savings are sustained up until the end of the rating period, unless documentation is provided by the client to prove the savings have not been realised or continued.
Commission Banding Structure – Supporting Portfolio Growth
The core terms of engagement outlined above remain unchanged. However, to reward client loyalty and growing portfolios, Portrait Group Limited operates a tiered commission model based on the combined rateable value (RV) of a client’s property or portfolio.
| Combined Portfolio Rateable Value | Commission Rate |
|---|---|
| Under £500,000 | 30% of savings achieved |
| £500,000 – £999,999 | 25% of savings achieved |
| £1,000,000 and above | 20% of savings achieved |
Application of Tiered Rates:
Commission bandings apply automatically upon the client’s portfolio exceeding the relevant threshold based on the aggregate original rateable value of all properties assigned to Portrait Group Limited.
Upon reaching a new commission tier, the revised rate shall apply only to future engagements, defined as any Check, Challenge, Relief, or Exemption work not yet submitted or scoped at the point of tier eligibility.
All previously scoped or submitted work shall remain subject to the commission rate in effect at the time such work commenced, and no retrospective recalculations or refunds shall apply.
Once a reduced commission rate has been applied, that rate shall be retained for all subsequent assignments, regardless of any reduction in the client’s portfolio size or rateable value, unless otherwise agreed in writing.
Commission Integrity & Risk Mitigation Provisions:
To ensure the integrity of this commission model and to mitigate financial and operational risk:
Original Rateable Value Basis: Tier thresholds are determined using the original rateable values of properties as recorded at the time of assignment. Any reduction in RV following Portrait Group Limited’s successful intervention shall not affect threshold calculations.
Assignment Rate Lock-In: Each property’s applicable commission rate is fixed at the time of assignment and shall not be revised downward as a result of portfolio changes or revaluations arising from successful appeals.
Please contact your account coordinator if you require further clarification on how this structure may apply to your portfolio.
Portfolio Threshold Reversion:
In the event that the total aggregate rateable value of the client’s assigned portfolio falls below £500,000, whether due to property disposal, reassignment, disengagement, or any other material reduction in active instructions, Portrait Group Limited reserves the right to apply the standard commission rate of 30% on all future work across the remaining portfolio.
This reversion shall only affect new assignments not yet scoped or submitted at the time the threshold is breached. All existing work in progress shall remain chargeable at the rate applicable at the time of commencement.
Portrait Group Limited will notify the client in writing upon such a reversion taking effect. The client may restore eligibility for a reduced commission band by assigning additional properties that bring the cumulative portfolio RV above the applicable threshold.
Bespoke Terms for Portfolio-Based Clients:
Portrait Group Limited recognises that clients with substantial or complex property portfolios may require tailored commercial arrangements beyond the scope of our standard terms. In such cases, we are happy to enter into prior discussions to consider bespoke commission structures, payment terms, or service conditions.
Where agreed, such arrangements will be documented separately via a tailored Heads of Terms and Letter of Engagement, which shall supersede or supplement the provisions contained in this document. These must be finalised and signed prior to onboarding or commencement of services.
Clients wishing to explore bespoke terms are encouraged to notify their account coordinator at the earliest opportunity to allow sufficient time for negotiation and agreement.
Governing Law and Jurisdiction:
This Contract shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
Entire Agreement:
This Contract represents the entire agreement between the client and Portrait Group Limited and supersedes any prior discussions or agreements, whether written or oral. By signing, the parties acknowledge and agree to the terms and conditions of this agreement.
Portrait Group Limited will engage with the relevant Local Authority, or valuation office agency on behalf of the client. This may be in the form of, (but not limited to); written correspondence, email and phone calls (collectively referred to as “Communication”) for the purposes of securing a reduction, saving, relief, discount, or any other benefit (collectively referred to as “Benefits”) to which the client is entitled to.
Portrait Group Limited shall be entitled to payment in accordance with this terms of engagement, irrespective of subsequent communication between the Local Authority and/or the Valuation Office Agency and the client, providing a saving or reduction (Benefit) has been applied after Portrait Group Limited’s communication can be evidenced.
This includes, but is not limited to, situations where:
• Portrait Group Limited identifies and informs the client of their eligibility for any Benefits through its investigative work.
• The Local Authority, upon receiving notification, or intention from Portrait Group Limited of the client to apply or enquire regarding a Benefit, initiates direct Communication with the client.
Ethical Statement:
At Portrait, we are committed to maintaining the highest standards of professionalism, integrity, and ethical conduct in everything we do. We believe that our customers deserve the very best service, and we are dedicated to ensuring that our actions consistently align with this principle.
Our Commitment to You:
1. Maximising Value and Savings:
We will leverage our expertise, industry knowledge, and resources to identify and secure the maximum possible savings for your business. Throughout our engagement, we will leave no stone unturned in our pursuit of delivering value.
2. Transparent Communication:
We pledge to communicate with you openly, clearly, and honestly. We will keep you informed at every stage of the process, ensuring that you fully understand our approach and the progress we are making on your behalf.
3. Thorough and Diligent Effort:
We take our responsibility to you seriously. Our team will dedicate itself to conducting a comprehensive review of your business rates and related matters, using best practices and innovative strategies to achieve the best outcomes.
4. Continuous Improvement:
We are committed to ongoing learning and improvement, ensuring that we remain at the forefront of industry developments. This dedication allows us to provide you with the most effective solutions and adapt our approach to meet your evolving needs.
5. Customer-Centric Approach:
Your satisfaction is our priority. We will always act in your best interests, treating your business with the same care and diligence as we would our own.
Our Promise:
We promise to act as a trusted partner, working tirelessly to achieve your goals and deliver results that exceed your expectations. We are driven by a genuine passion for helping businesses succeed and are proud to be a part of your journey toward greater financial efficiency.