Standard Terms of Engagement
We will carry out all our services for you under these standard terms of business. We may also, where appropriate, provide you with a letter setting out any further terms agreed between us. Any further terms set out in our letter will take priority over our standard terms shown below.
Our Terms and Conditions
1. Unless otherwise agreed, we will assume that any person within your organisation may instruct us on your behalf, unless they clearly do not have the appropriate authority. Having said that, it is often helpful if you can nominate an individual within your organisation to act as a primary point of contact for us and keep us updated if this changes.
2. We rely on our clients to give us timely, complete and accurate information and instructions. We prefer where possible to have oral instructions confirmed in writing in order to avoid any possible misunderstandings. If it is unavoidable for you to provide us with oral rather than written instructions, we will confirm in writing the instructions we have received, as we understand them.
3. Intellectual Property Offices often impose time limits and failure to meet these limits can be fatal to the rights concerned. Whilst it is our responsibility to keep you informed of any relevant time limits, we cannot accept any responsibility if you fail to provide us with instructions that are clear, complete and early enough to allow us to act within such official time limits. We will endeavour to inform you of time limits and of actions or instructions that are required, but we do not undertake to give further reminders, incur costs on your behalf, or take other action in the absence of instructions to do so. In this situation, your rights may be lost irrevocably.
4. Where a series of reminders are issued relating to a request for instructions to meet an official deadline, if no instructions are provided after three written requests have been made, we reserve the right to apply a charge for each subsequent reminder issued until instructions are provided.
5. If we receive late instructions we may not be able to implement them in time, in which case your rights may again be lost irrevocably. In the event of late instructions or late payments to us, urgency charges may be incurred which we shall have to pass on to you.
6. It is important that you inform us promptly of any change in relation to: (a) any primary contact; (b) your name, address, telephone/fax numbers and e-mail address; or (c) any change of ownership of your patent or other relevant rights. Many such changes have to be officially registered. Please remember that registration of patents, trade marks and design rights can take years and that there may be little activity for long periods followed by a situation which requires immediate action. We cannot accept responsibility for any loss of rights as a consequence of your failure to inform us of such changes.
7. We will normally communicate with you by mail, fax and email. We cannot accept responsibility for any corruption in the information communicated to you or its disclosure to other parties as a result of the interception of such communication. Due to the very nature of the Internet, we cannot accept responsibility for non-receipt or late receipt by you of such communications. If you have concerns regarding the security of email communications please let us know and, where possible, alternative arrangements can be made.
8. We shall be responsible for carrying out regular virus checks; however, we advise you to carry out your own virus checks on any communications (whether in the form of computer disc, e-mail, Internet or otherwise). To the extent that we have fulfilled our obligation above, we cannot accept responsibility (including in negligence) for any viruses that may enter your system or data by these or any other means. Furthermore, whilst we observe reasonable precautions, we regret that we cannot guarantee the security of our IT systems.
Instructing third parties to act on your behalf
9. During our work for you we may need to instruct third parties (e.g. foreign attorneys) to act on your behalf. We may instruct such third parties directly on your behalf, or alternatively you may need to sign a power of attorney or similar appointment to engage such third party.
10. Such third parties are not part of this Firm. Whilst we shall endeavour to select third parties we regard as being of good quality, we will not be liable for any default or negligence by such third parties. We shall, of course, monitor such third parties on an ongoing basis to ensure that the required service is provided and that our performance standards are maintained.
11. In order to allow you to budget for our charges, it is our normal practice to provide a quote before beginning work on your behalf based on information provided to us at that time. Work will only begin once you have approved our quote and we will honour our quote in the subsequent invoice provided that your instructions do not change as the work progresses. In this way you will have full control over the costs incurred at all times.
12. We may require payment on account, particularly in respect of large items such as charges and expenses to be incurred in foreign filings and actions. If we make such a request, we will usually not carry out any instructed work until the requested payment has cleared into our bank account, so good time should be allowed.
13. You will be responsible for any expenses we incur on your behalf. These expenses may include official Intellectual Property Office fees, Counsel's fees, Court fees, the costs of any experts or other agents (including any translators or foreign lawyers). They may also include such items as photocopying costs, couriers, travel and meeting expenses.
14. If requested, we will try to give estimates of future charges and, where applicable, those of overseas patent attorneys, in good faith based on our knowledge at the time. However, as charges may be affected by matters beyond our control (e.g. overseas attorney fee variations, official fee changes, international currency fluctuations) and the amount of work involved often cannot be accurately forecast (e.g. during litigation), such estimates will not be binding. Where work is not suited to a firm advance quotation we will advise you accordingly before work is commenced.
15. If during the course of carrying out the work it becomes apparent to us that our actual charges are likely significantly to exceed our estimate, we will try to obtain your permission before exceeding our estimate.
16. If you would like to set an upper limit on the charges which may be incurred without prior reference to you then please let us know.
17. We would be happy to render invoices to and accept payment from another person nominated by you (for example, another company in the same group). However, please note that ultimate responsibility for making such payment will remain with you.
18. If a requested payment on account is not made or if an invoice remains unpaid after the payment period on the invoice, we reserve the right to levy a late payment charge and/or suspend all work on your behalf. This is without prejudice to our right to invoice for work undertaken before such suspension and to take legal action for the payment of our costs. You will be responsible for the consequences of the suspension of work, which may include the irrevocable loss of, or failure to obtain, rights.
19. Our files remain our property at all times. If you would like to transfer your work to other professional advisors, we will copy such of the files relating to your work as you request (at your expense) and release the copy file(s) when all our charges have been paid.
20. It is our normal practice to destroy all file documents when the file is closed. Unless you tell us otherwise, we will assume that you are content with this arrangement. This does not affect ongoing renewal activities.
21. While acting for you, we are likely to receive information which relates to you as our client. We will keep such information confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances.
22. In general, we recommend that you restrict the release of, and maintain strict control over, any information not already in the public domain connected with instructions we receive. We would be happy to advise on the desirability of releasing confidential information to the public in specific cases.
23. This firm has notified under the Data Protection Act 1998 and will comply with all relevant data protection legislation. By instructing us you are consenting to our use of relevant personal data as appropriate in the course of our professional services, including any transfers of such data outside the European Economic Area and sending you relevant information.
24. Any searches you request may be carried out by us, by Patent Offices or by an independent specialist searching firm. Due to the limitations and occasional errors in classifications, indices, computer databases and official records, no search can be guaranteed for comprehensiveness or accuracy. We will endeavour to point out any particular limitations when reporting search results and may recommend extending the search.
25. In general, communications between a UK Patent Attorney and his client are privileged under Section 280 of the Copyright, Designs and Patents Act 1988. This means that other people, including the courts, are not entitled to discover the content of such communications where they concern professional advice. However, you should note that there are circumstances in which the privileged status of a letter or other document can be lost. Please let us know if you would like us to give you further information on this area.
Conflicts of Interest
26. We cannot act simultaneously for two clients whose interests in the matter on which we are advising conflict, unless (exceptionally) both clients consent to such an arrangement. When potentially taking on a new client, we try to identify conflicts of interest that may preclude us from acting.
27. Sometimes, conflicts arise later because, for example, our clients acquire new companies or diversify into new areas of business. In such circumstances, we reserve the right to decline to act further, at least in relation to the area of conflict for one of the clients in question. Because of obligations of confidentiality it is often not possible for us to identify the other client or the subject matter involved when we advise a client that we can no longer act for them.
Client Care and Complaints
28. We value our good relationships with our clients. However, we accept that, from time to time, difficulties and misunderstandings may arise. If you have any problems, you should feel free to discuss your concerns with the member of our professional staff dealing with your work. If, after such discussions, you feel that the matter has not been adequately dealt with, please ask that person to refer you to the senior member of our firm appointed to handle client complaints.
29. If we cannot resolve the matter, you should contact the Chartered Institute of Patent Attorneys which will consider your complaint and seek to resolve the issue.
Termination of Relationship
30. You may terminate our relationship at any time by writing to us. If there is a good reason which prevents us from continuing to act for you, we may terminate the relationship ourselves by giving you reasonable notice. In either case, if the relationship is terminated we will require you to pay our charges and expenses up to and including the date of such termination.
Third Party Rights
31. It is not intended that any terms of our relationship shall be enforceable by a third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Governing Law and Jurisdiction32. English law shall apply to the construction and interpretation of our relationship and the English courts shall have non-exclusive jurisdiction to resolve any disputes arising in relation to it.
33. The above terms will apply until varied or replaced with alternative terms agreed with you in writing. Please note that no change to the terms of our agreement will be valid unless agreed in writing.