Terms of Business

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You have instructed Reddie & Grose LLP to act as your Patent and/or Trade Mark Attorneys. As such we shall provide you with confidential professional advice on intellectual property and related matters.

We shall carry out all work for you under these terms of business. We may also provide a letter setting out any further terms agreed between us, in which case that letter will take priority over these terms.

When “we”, “our” or “the LLP” are used in these terms of business they mean Reddie & Grose LLP, which is an English limited liability partnership.

1. OUR OBLIGATIONS

1.1

Our partners and qualified staff are regulated by the Intellectual Property Regulation Board (IPREG).

1.2

It is the LLP's responsibility to carry out professional work with all reasonable skill and care.

1.3

Your relationship is solely with the LLP and the LLP has sole legal liability for the work done for you and for any act or omission in the course of that work. No partner, consultant or employee of the LLP shall have any personal legal liability for that work, whether in contract, tort or negligence. In particular, the fact that an individual partner, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean that he or she is assuming any personal legal liability for that letter or document.

2. OUR LIABILITY

2.1

If we are in breach of our obligations to you and are liable to compensate you, you agree that our liability and that of our partners, consultants and employees is limited in the following respects:

2.1.1

It is the LLP that is liable and not any partner, consultant or employee of the LLP. You agree that you will not make any claim against any partner, consultant or employee of the LLP except for fraud.

2.1.2

You and we have agreed that each of our partners, consultants and employees will have the right to enforce this provision pursuant to the Contracts (Rights of Third Parties) Act 1999. We reserve any right we may have to vary these Terms of Business without our having to seek the consent of such persons.

2.1.3

Our maximum liability for any mistake (except for fraud) is £20 million including contractual and statutory interest (unless a different amount is agreed in writing).

2.1.4

This overall limit applies whether the mistake affects just one piece of work we do for you or several, so long as it is the same or a similar mistake.

2.1.5

For the purposes of the overall limit, more than one mistake on a matter or transaction is considered as one mistake.

2.1.6

This overall limit applies to any liability for indirect or consequential loss or loss of anticipated profit or other benefit

2.1.7

We are not liable to the extent that our mistake results from something you do or fail to do (such as giving us the wrong information, or not giving us information at the time we ask for it).

2.1.8

If others are also responsible for your loss, our liability is limited to our fair share of the proportion which is found to be fairly and reasonably due to our fault, whether or not you are able to recover the rest from the others.

2.1.9

These limits apply to the extent that they are permitted by law and do not apply to any mistake which causes death or personal injury or to any fraud.

2.1.10

We are not liable to the extent that you fail to notify us of any claim, or to commence proceedings, within a period of 2 months of becoming aware of the mistake.

2.1.11

If any part of this section of these terms of business which seeks to limit liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, the remaining provisions shall continue to be effective.

3.INSTRUCTIONS

3.1

Unless otherwise agreed, we shall assume that any person within your organisation may instruct us on your behalf (unless it seems to us that they clearly do not have the appropriate authority).

3.2

We shall assume, unless otherwise instructed in writing, that the legal entity (person, firm, company and so on) providing us with the initial instructions in relation to a matter is our client. Our liability shall be solely to that client unless we agree otherwise in writing. If you wish us to render invoices to and accept payment from another entity (for example, another company in the same group), we shall be pleased to do this, but responsibility for ensuring that payment is made remains with you. This applies even if you are acting as agent for your own client and regardless of any arrangements that you have made with your own client.

3.3

Timing and form of instructions

We rely on our clients to give us timely, complete and accurate information and instructions. We do not accept responsibility for non-receipt or late receipt of communications. We prefer, where possible, to have oral instructions confirmed in writing in order to avoid any possible misunderstandings. If you cannot avoid giving us oral rather than written instructions, we shall normally confirm in writing the instructions we have received, as we understand them.

Patent and Trade Mark 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 shall endeavour to inform you of time limits to be met and of actions or instructions that are required, but we do not undertake to send further reminders, incur costs on your behalf, or take any other action in the absence of instructions to do so. In this situation, your rights may be lost irrevocably.

If we receive late instructions we may not be able to implement them in time to maintain your rights, in which case your rights may be lost irrevocably. In the event of late instructions or late payments to us, urgency charges may be incurred which we shall pass on to you.

3.4

Electronic Communications

E-mail has become an established form of communication and, unless you request us not to do so, you agree that we may communicate with you and others in connection with your work by e-mail. Please notify us in writing if you do not consent to the use of e-mail.

All e-mail communication is potentially vulnerable to interception by third parties. We cannot accept responsibility for any corruption of information we communicate to you, or its disclosure to other parties, as a result of the interception of e-mail communications.

We shall be responsible for carrying out regular virus checks and maintaining firewalls in our internal systems; however, we advise you also to carry out your own virus checks on any communications (whether in the form of computer disk, e-mail, Internet or otherwise). To the extent that we have fulfilled our obligation above, we do not accept responsibility (including in negligence) for any viruses that may enter your system or data by these or any other means. Furthermore, while we observe reasonable precautions, we do not guarantee the security of our IT systems.

3.5

Updating information

IIt is important that you inform us promptly of any change in relation to: (a) your name, address, telephone/fax numbers and e-mail address; and (b) any change of ownership of your patent or other rights with which we are concerned. Many such changes have to be officially registered and rights may be lost if such changes are not registered in due time. We do not accept responsibility for any loss of rights as a consequence of your failure to inform us of such changes.

4. AUTHORITY

For such period as we are instructed to carry out work on your behalf, you give us express authority to complete and sign in your name such forms or other documents as are necessary or desirable to carry out your instructions. You agree to indemnify us in respect of all costs, claims, documents and expenses that may result from the exercise of that authority.

5. INSTRUCTION OF THIRD PARTIES TO ACT ON YOUR BEHALF

5.1

General

During our work for you we may need to instruct third parties (such as foreign lawyers, patent attorneys or representatives) to act on your behalf. Such third parties are not part of Reddie & Grose LLP. We shall not be liable for any default or negligence by such third parties.

You may inform us which third parties you wish us to instruct to act on your behalf. If you do not inform us which third parties to instruct, we shall endeavour to select third parties we regard as being of good quality.

5.2

Renewals

Granted patents and registered designs and trademarks, and in some countries pending applications, need to be maintained by the payment of regular (usually annual) renewal fees (also called maintenance fees or annuities). Important intellectual property rights can be lost if these fees are not paid, and if there is no reliable system in place for paying them. You may choose to pay such fees yourself or you may select any commercial renewal organisation to do so for you.

Where appropriate, we will transfer information about your rights to a selected renewal organisation. Unless you instruct us to the contrary, the selected renewal organisation will be CPA Global. For some renewal organisations we may render a charge for the transfer of information. For CPA Global we will not render a charge for the transfer of information; we will receive a payment from CPA on renewal.

6. PROFESSIONAL FEES

6.1

Our charges

Our charges are principally based on the amount of our professional time spent on a matter, although other factors may also be taken into account. Such factors may include the size and complexity of the matter and the degree of urgency involved. Fixed charges may apply in relation to specific tasks (such as the actual filing of a patent application at a patent office).

Our hourly rates are primarily based on the seniority and experience of the professional staff involved. These rates are reviewed periodically. Our charges are calculated at the rates which are current when the work is carried out.

6.2

Payment of expenses

You will be responsible for any expense we incur on your behalf, including, for example, Patent Office fees, Counsel’s fees, Court fees, the costs of any experts or other agents (including any translators or foreign attorneys or representatives), photocopying costs, courier charges, travel and meeting expenses, telephone and fax charges.

You should appreciate that third parties’ charges and official fees are outside our control since they may be changed without notice and (in the case of foreign matters) vary with exchange rate fluctuations.

6.3

Payment on account

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. Where we make such a request, we do not usually carry out any instructed work until the requested payment has cleared into our bank account, so time should be allowed for this in advance of any deadline by which work has to be completed.

6.4

Estimates

If asked to do so, we shall try to give estimates of future charges in good faith, based on our knowledge at the time. However, as charges may be affected by matters beyond our control and the amount of work involved often cannot be forecast accurately, such estimates will not be binding. Not all classes of work are suited to advance quotation.

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 shall try to obtain your permission before exceeding our estimate.

6.5

Value Added Tax

Where VAT is due, the applicable rate will be charged on our fees and expenses.

6.6

Late Payment

We expect our invoices to be settled in full within the period indicated on our invoices. We reserve the right to charge interest on any amount which remains outstanding after this period has elapsed.

If you do not make a payment on account when requested or if an invoice remains unpaid beyond the normal payment period referred to above, we reserve the right to suspend all work on your behalf. This is without prejudice to our right to invoice for work undertaken before such suspension or 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.

7. FILES

7.1

Ownership of files

Our files remain our property at all times. If you wish to transfer your work to other professional advisors, we shall 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.

7.2

Copyright

We own the copyright in any work we create and this copyright will not be transferred to you although you have our licence to use our work for the purposes for which it was created. We have the right to be identified as the author of the work and to object to any misuse of it.

7.3

Destruction of files

It is our normal practice to retain our correspondence files, draft documents and other papers for a minimum of six years after a file is closed. After that time, we reserve the right to destroy such papers. Unless you tell us otherwise, we shall assume that you are content with this arrangement.

8. CONFIDENTIAL INFORMATION

While acting for you, we are likely to receive information which relates to you as our client. We shall keep such information confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances.

9. DATA PROTECTION

Reddie & Grose LLP 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 in the course of our professional services, including any transfers of such data outside the European Economic Area, and sending you information which we think might be of interest.

10. SEARCHES

Any searches you request may be carried out by our partners or staff or by government Patent Offices or by independent specialist searching firms. We are not liable for the accuracy of any search which has been carried out by a third party. Due to the limitations of, and occasional errors in, classifications, indices, computer databases and official records, no search can be guaranteed comprehensive or accurate. We shall endeavour to point out any particular limitations of searches made when reporting their results.

11. INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS

In the event that you instruct us to send any warning concerning an intellectual property right on your behalf to a third party, you indemnify us against any costs or other liability arising from our being sued for making an unjustified threat of infringement proceedings.

12. CONFLICTS OF INTEREST

We cannot act simultaneously for two clients whose interests are in the same or very close technical fields, unless (exceptionally) both clients consent to such an arrangement, nor can we act for two clients who have a direct conflict of interest. When considering taking on a new client, we try to identify conflicts of interest that may preclude us from acting. It is helpful if potential new clients identify to us any firms or companies for whom they believe we will be unable to act without a conflict of interest arising.

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, generally the client with the shorter relationship with us. 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.

13. CLIENT CARE AND COMPLAINTS

We value our good relationships with our clients. However, difficulties and misunderstandings do occasionally 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 remain unhappy, please ask that person to refer you to the senior partner appointed to handle client’s complaints.

If we cannot resolve the matter to your satisfaction, for complaints of poor service you should contact the Legal Ombudsman which will consider your complaint and seek to resolve the issue, whilst for complaints of professional misconduct relating to alleged breach of one or more of the rules set out in the Code of Conduct for individual attorneys and firms of attorneys regulated by IPREG you should address your complaint to the Intellectual Property Regulation Board (IPREG).

14. TERMINATION OF RELATIONSHIP

You may terminate our relationship at any time by writing to us. If there is a good reason, 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.

15. GOVERNING LAW AND JURISDICTION

English law shall apply to the construction and interpretation of our relationship and the English courts shall have exclusive jurisdiction to resolve any disputes arising in relation to it.

These terms will apply until varied or replaced with alternative terms agreed with you in writing.

We shall deem your continued instructions as acceptance of these terms of business.