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You have instructed Reddie & Grose 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 standard terms of business. We may also provide a letter setting out any further terms agreed between us.

When “we”, “our” or “the firm” are used in these terms of business they mean Reddie & Grose, which is an English partnership. A list of the equity partners in the firm is available on request.

  1. OUR LIABILITY

    1.1

    Our partners and qualified staff are members of the Chartered Institute of Patent Attorneys and/or European Patent Institute and/or Institute of Trade Mark Attorneys.
    1.2

    It is our responsibility to: (a) practise competently, conscientiously and objectively, putting the interests of our clients foremost while observing the law and our duty to any Court or Tribunal; and (b) avoid any conflict of interest. We shall perform your work with reasonable skill and care.
    1.3

    If we are in breach of our duties to you and are liable to compensate you, you agree that our liability is limited in the following respects:
    1.3.1

    No employees of the firm (including any salaried partners) will have any liability for the work done for you and for any act or omission in the course of that work. Accordingly if you wish to make a claim relating to or in connection with the services provided by us (whether such claim is in contract, tort, negligence, breach of trust or otherwise) the claim can only be brought against the firm and not against any of its employees, including any salaried partners.
    1.3.2

    Our maximum liability for any mistake (except for fraud) is £10 million (unless a different amount is agreed in writing).
    1.3.3

    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.
    1.3.4

    For the purposes of the overall limit, more than one mistake on a matter or transaction is considered as one mistake.
    1.3.5

    We have no liability for any indirect or consequential loss or loss of anticipated profit or other benefit.
    1.3.6

    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).
    1.3.7

    If others are also responsible for your loss, our liability is limited to our fair share, whether or not you are able to recover the rest from the others.
    1.3.8

    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.
    1.4

    We have agreed that each of our employees (including salaried partners) will have the right to enforce this section 1 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 our employees.

  2. INSTRUCTIONS

    2.1

    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 do not have the appropriate authority).

    2.2

    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.
    2.3

    Timing and form of instructions

    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 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.

    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 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.

    If we receive late instructions we may not be able to implement them in time to maintain your rights. In the event of late instructions or late payments to us, urgency charges may be incurred which we shall have to pass onto you.
    2.4

    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 do not accept responsibility for non-receipt or late receipt 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 disc, 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.
    2.5

    Updating information

    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; and (c) any change of ownership of your patent or other rights with which we are concerned. We do not accept responsibility for any loss of rights as a consequence of your failure to inform us of such changes.

  3. 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.

  4. INSTRUCTION OF THIRD PARTIES TO ACT ON YOUR BEHALF

    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. Whilst we shall endeavour to select third parties we regard as being of good quality, we shall not be liable for any default or negligence by such third parties.

  5. PROFESSIONAL FEES

    5.1

    Payment of expenses

    In addition to our professional fees, you will be responsible for any expense we incur on your behalf, including, for example, Intellectual Property 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.
    5.2

    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.
    5.3

    Value Added Tax

    VAT is payable on our fees and expenses at the applicable rate.
    5.4

    Our bank details are as follows:

    Bank: Lloyds TSB Bank
    Address: 296/302 High Holborn, London, WC1V 7JH
    Sort Code: 30-94-25
    Swift Code: LOYDGB2L
    BIC Number: LOYDGB21077

    Account Numbers:

    00145543 - STERLING
    IBAN NO. GB13 LOYD 3094 2500 145543

    11504525 - USD
    IBAN NO. GB62 LOYD 3094 2511 504525

    86008775 - EURO
    IBAN NO. GB24 LOYD 3094 2586 008775
    5.4

    Late Payment

    We expect our invoices to be settled in full within the period indicated on our invoices, currently 30 days. 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.

  6. FILES

    6.1

    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 files(s) when all our charges have been paid.

    6.2

    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.
    6.3

    Destruction of files

    It is our normal practice to destroy our correspondence files, draft documents and other papers six years after a file is closed. Unless you tell us otherwise, we shall assume that you are content with this arrangement.

  7. 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.

  8. DATA PROTECTION

    Reddie & Grose 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.

  9. SEARCHES

    Any searches you request may be carried out by our partners or staff or by government Intellectual Property Offices or by independent specialist searching firms. We are not liable for the accuracy of any search which has not been carried out by our partners or staff. 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.

  10. INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS

    Before we send any warning concerning an intellectual property right on your behalf to a third party, we shall ask you to provide us with a written indemnity against any costs or other liability arising from our being sued for making an unjustified threat of infringement proceedings. The aim of this request is to maintain our objectivity in contentious matters, which would diminish if we were to become a party to any proceedings. We may refuse to act for you in connection with any such warning, if you are not able to provide the requested indemnity.

  11. TERMINATION OF RELATIONSHIP

    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.

  12. THIRD PARTY RIGHTS

    It is not intended that any of these terms of business (other than section 1 above) shall be enforceable by a third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

  13. ASSIGNMENT

    We may transfer or assign our agreement with you to any partnership, including any limited liability partnership, which may be established by partners in Reddie & Grose and to which the practice of Reddie & Grose may be transferred. Subject to this, neither of us may transfer or assign our agreement to any third party without the consent of the other.

  14. GOVERNING LAW AND JURISDICTION

    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.

    These 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 by a partner of Reddie & Grose.
 
© 2006 Reddie & Grose