Our Terms of Business with You

Laudens is a firm of patent attorneys and European trade mark attorneys. These are our standard terms of business upon which we will carry out all professional work on your behalf. These provisions are designed to assist us in providing you with an efficient and effective service and will form the basis of our ongoing relationship. They are based on recommended terms provided by The Chartered Institute of Patent Attorneys.

The Basis of Our Business Relationship with You

1.1       These Terms shall apply to all matters in respect of which we accept instructions from you to perform professional services (”the Services”). By sending us instructions and/or by sending us further instructions and/or by allowing us to start performing the Services you shall be deemed to request that we perform Services for you on the basis of these Terms. If we agree to perform any such Services then there shall be a contract between us, and the contract will be governed by these Terms. We shall not, however, be obliged to accept any such instructions. Each matter in respect of which we perform the Services may at our option be treated as a separate contract between you and us.

1.2       Any change to these Terms which may be agreed between you and us must be confirmed in writing by us to you in order to be effective. Any decision by us not to enforce any of these Terms shall not prejudice our rights under these Terms at any time. Subject to these Terms we will always proceed on the basis that our overriding duty to you is to do whatever we consider is necessary to properly protect and preserve your rights.

1.3       Subject to any variation in accordance with these Terms, every contract between us will be subject to these Terms to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order specification or other document whatsoever and whenever).

1.4       In these Terms, the “Firm”, “we” and “us” means Laudens or any other business which is owned in whole or in part by us and controlled by us, such business being identified in correspondence between the parties. “You” are our client, being the person, firm, body or company who instructs us and purchases Services from us.

Our Obligations

2.1       All of the directors of Laudens and qualified staff are members of either or all of The Chartered Institute of Patent Attorneys, the European Patent Institute (which is the Institute of Professional Representatives before the European Patent Office) and the Institute of Trade Mark Attorneys. Laudens is regulated by the Intellectual Property Regulation Board (IPREG) and all members are either or both UK registered patent attorneys and trade mark attorneys. Details of the UK professional rules can be found on the IPREG website:

http://www.ipreg.org.uk/information/code_conduct.php

2.2       We undertake to: (a) practise competently, conscientiously and objectively, put your interests foremost while observing the law and our duty to any court or tribunal; and (b) avoid conflicts of interest.

Instructions

3.1       It is important that we are able to identify who is formally our client. We shall be entitled to assume, unless we agree otherwise in writing, that the person (including an individual, firm or company) providing us with the initial instructions in relation to a matter is our client (e.g. if we accept instructions from lawyers, patent attorneys or agents (whether in the UK or abroad) they, and not the persons for whom they act, will be our client and responsible for settlement of all our invoices and for reimbursement of all our costs and expenses incurred in carrying out their instructions).

3.2       If the client wishes us to render invoices to and accept payment from another entity (for example, another company in the same group) then we shall be pleased to do this: however, responsibility for making such payment remains with our client.

3.3       In the case of joint applicants or proprietors we will (in the absence of specific written instructions to the contrary) report to and accept instructions from the first named applicant or proprietor only. Nevertheless, all applicants/proprietors have joint and several responsibilities for payment of our charges and costs.

3.4       In order to perform our Services to our Clients, we rely upon timely, complete and accurate instructions and/or information.

3.5       Intellectual Property Offices in the UK and abroad often impose strict time limits and failure to meet these limits can be fatal to the rights concerned. We accept no liability if you do not provide instructions that are clear, complete and early enough to allow us to act within 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 reminders.

3.6 Misunderstandings can occur with oral instructions; although we will normally act on oral instructions in an emergency, we require all oral instructions to be confirmed in writing promptly.

3.7       If we receive late instructions from you, we may not be able to implement your instructions in time and we shall have no liability for any loss which may then arise. In the event of late instructions or late payments to us, urgency charges may be incurred by us which we shall pass on to you.

3.8       You agree that if we act on the instructions of your authorised agent, solicitor or other adviser, then we are entitled to rely upon all the information and instructions given to us by that person until we receive your written signed instructions to the contrary.

3.9       We are entitled to assume that our overriding instructions are not to let your rights lapse without specific instructions to do so but we are not obliged to keep cases alive in the absence of instructions and always subject to your account being in good order with us. There may be occasions when a third party instructed by us on your behalf has to take urgent action thought to be in your best interests without recourse to our Firm or to you. Such action will be within the terms of the above overriding instructions.

3.10     Like any legal work, your agent/representative needs to have up-to-date contact details for you (e.g. address, telephone number, fax number, and e-mail address) and it is important that you inform us promptly of such changes as well as of any change of ownership of your patent or other relevant Intellectual Property rights. This is particularly important in the field of Intellectual Property law, where certain rights may take several years to secure. Such changes may need to be registered officially. Where appropriate, we also need to know the correct person to contact. No responsibility can be accepted for any loss of rights in any case where you have failed to inform us of such changes.

New clients and start-up companies

4.1       We welcome the opportunity to work with new clients and start-up companies. For all new clients, our policy is to seek adequate funds on account in advance of carrying out any work. In addition, for newly formed limited companies, we expect the directors to be personally responsible for our reasonable charges and costs incurred in accordance with instructions made on behalf of the company. We may ask the directors to sign an undertaking to this effect.

4.2       In order to comply with the United Kingdom’s Money Laundering Regulations 2007 and parallel legislation in many other countries it is necessary for us to undertake certain investigations into new clients and to report to the relevant authorities any activities deemed suspicious.

4.3       By instructing us, you agree that we are bound by this legislation and that you will make no claim against us and will hold us harmless for any loss or damage which results from our compliance with those regulations or any actions resulting therefrom.

Electronic Communications

5.1       We will normally communicate with you by mail or fax; however, we may communicate with you by e-mail either in response to electronic communication from you or with your prior agreement. Given that e-mails sent over the Internet may lack security and jeopardise confidentiality, we can accept no liability for non-receipt or late receipt by you of such communications or for any corruption in the information communicated to you or its disclosure to other parties as a result of the interception of such communication.

5.2       Although we regularly carry out virus checks, we advise you to carry out your own virus checks on any communications (whether in the form of a storage medium, such as a USB digital memory drive, e-mail, Internet or otherwise). We accept no liability (including negligence) for any viruses that may enter your system or data by these or any other means.

Instruction of Third Parties to Act on Your Behalf

6.1       As part of carrying out your instructions, it may be necessary for us to instruct third parties (e.g. foreign lawyers or patent agents) to act on your behalf. We may either instruct such third parties directly on your behalf or require you to sign a power of attorney or similar appointment to engage such third party directly.

6.2       Such third parties are not part of this Firm. Whilst we shall endeavour to select third parties whose performance and expertise we regard as being of good quality, we will not be liable for any losses, liabilities, costs or expenses arising as a result of any default or negligence on the part of any such third parties.

6.3       Unless otherwise specifically agreed by us, the Services will not extend to issuing you with reminders for and processing the renewals of any of your registered rights. However, our standard practice is to refer all cases we handle requiring such renewals to specialist renewal agents, and you authorise us to instruct Linchpin IP Limited to remind the registered proprietors concerned or their appointed representatives of due dates for payment of renewal fees, and who will invoice direct such proprietors or their appointed representatives for their services under their current terms of business.

Authority

7.1       For such period as you instruct us to carry out work on your behalf, you hereby agree to 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, demands and expenses that may result from the exercise of that authority.

Professional Fees

8.1       Our charges are principally based on the amount of our professional time spent on the matter, although other factors may also be taken into account. Such factors may include (but are not limited to) the size and complexity of the matter and the degree of urgency involved. We reserve the right to adjust our standard charges if highly specialised knowledge is required, or if the matter is complex and/or urgent. Fixed charges may be assigned to specific tasks (e.g. filing a patent application).

8.2       All actions and attention by us in providing the Services are chargeable, including (for example) both incoming and outgoing telephone calls, travelling, the sending of reminders and reporting to you on communications which we may receive from Intellectual Property Offices, our foreign associates and other specialist providers, as well as in acting for you generally. Where work we carry out on your behalf involves chargeable travel, we will endeavour to carry out professional work, where possible, during the travel period.

8.3       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 and charged in units of 6 minutes. Details of those rates are available on request. Where work carried out does not amount to a whole number of units, we round up to the nearest unit.

8.4       In situations where we are required to pay large disbursements, we may, from time-to-time, ask you to provide us with money on account. This is especially the case where we have to pay large official fees or other expenses, for example those associated with activities overseas, such as filing of applications.

8.5       You will be responsible for any expenses incurred by us on your behalf. These expenses may include (but are not limited by) Patent Office fees, Counsel’s fees, Court fees, the costs of any experts or other agents (including any foreign lawyers), photocopying costs, couriers, travel and meeting expenses and certain telephone and fax charges.

8.6       Whilst our fixed charges and hourly rates are predictable, you should appreciate that local representatives’ 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.

8.7       If we instruct specialist providers on your behalf in connection with the Services, you agree we shall be entitled to make an additional charge to cover our related administration costs and any ancillary professional input by us. Details of such charges will be provided upon request.

8.8       Where we incur charges in foreign currencies (i.e. not pounds sterling) or where we agree to bill you in a foreign currency we will apply an exchange conversion rate which is based on the spot rate at the time of billing but which includes a margin to cover our conversion costs and currency risk.

8.9       VAT is payable by clients in the UK both on our fees and on most of the expenses which we are likely to incur on your behalf.

8.10     If requested, where possible we will give estimates of future charges. They will be given in good faith based on knowledge existing at the time of providing the estimate, but they are not binding unless we expressly agree otherwise, as charges may be affected by matters beyond our control (and sometimes unforeseeable by us at the time of providing an estimate) and the amount of work involved often cannot be accurately forecast. Estimates are therefore provided for guidance only and the actual amount finally charged may vary, in some cases considerably, from the estimate provided.

8.11     If during the course of carrying out the work it becomes apparent to us that our actual charges are likely to exceed significantly our estimate, we will endeavour to seek your permission before exceeding our estimated charges.

Payment

9.1       We shall not be obliged to grant you any credit and we may require you to make regular payments in advance and on account of our fees and anticipated disbursements for the provision of the Services. If we do grant you credit facilities then you agree that we shall be entitled to do so upon such reasonable terms as we deem appropriate, and we reserve the right to terminate with immediate effect any credit facilities at any time and without prior notice.

9.2       We shall be entitled to send you invoices for fees and disbursements (whether incurred or to be incurred) and for any value added tax or other tax payable thereon at regular and appropriate intervals as we deem fit and on an interim basis. You agree to pay such invoices by no later than thirty days after they are issued (“the due date”) and free from any deductions, set-offs withholding, discount or abatement. Time for payment of our invoices is of the essence.

9.3       If any sum due from you to us is not paid on or before the due date for payment then all sums then owing by you to us shall become due and payable immediately and, without prejudice to any other right or remedy available to us, we shall be entitled to:

(a) cancel or suspend our performance of the Services until arrangements as to payment or credit have been established which are satisfactory to us;

(b) charge you:

(i) interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the base lending rate of HSBC Bank plc prevailing from time to time until payment is made in full; and

(ii) the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

(c) in respect of all invoiced fees and disbursements which remain unpaid as well as work done and disbursements incurred but not yet invoiced, have a first and paramount lien on all materials, inventions and documents in our possession, power or custody relating to any matter touching or concerning the contract for the Services.

9.4       For all invoices that are still unpaid after 60 days, it is our policy automatically to pass these invoices to our external revenue collection agent for recovery.

Filing and Copyright

10.1     When files are transferred to us from other firms or organisations, they are usually accompanied by records of key data. We recommend that we check such information against the contents of the files and/or from public records. We will levy a reasonable charge for such checking. If you do not wish to instruct us to carry out such checks, we will have no liability for any errors contained in the files as they were received or for any losses incurred as a result of the errors contained in the files.

10.2     Our files remain our property at all times, in accordance with recommended practice. However, if you want to transfer your work to other professional advisers, we will usually release the files once all outstanding charges have been paid and on receiving an undertaking that is satisfactory to us that we will be given free access to the files, if required. If no such undertaking is received, we will copy the file at your expense and release the copy file when all our charges have been paid.

10.3     If you send us papers, samples or other materials, please tell us at the same time if you require them to be returned. Otherwise, we will incorporate them into our files.

10.4     We may destroy our correspondence files, draft documents and other papers which are more than 6 years old. In the absence of contrary instructions, we will assume that you are content with this arrangement.

10.5     Any work product we produce may attract copyright and we retain ownership in that copyright. In such circumstances, we grant you a royalty-free licence to use the work we produce for you once the invoice for that work has been paid.

Confidential Information

11.1     While acting for you, we shall gather information and documents which relate to you. We shall keep such information and documentation confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances.

11.2     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.

Data Protection

12.1     We are required to comply with the Data Protection Act 1998 wherever we obtain or use any personal data (as defined in the 1998 Act) from clients (including names, addresses and any personal details). We will use your personal data to provide the Services to you. We may also use your personal data to send you information about our products and services or those of our associated legal practice which may include sending updates and seminar invitations and to contact you from time to time with newsletters and other information about intellectual property matters. If you do not wish us to use your personal data in this way, please notify us in writing. We may pass your personal data, including details of your registered rights to Linchpin IP Limited and attorneys acting on their behalf for the issue of renewal reminders unless explicitly instructed not to do so. In the course of instructing foreign attorneys it will be necessary to pass details of you to enable them to prosecute applications and take other actions on your behalf.

12.2     We will not use your personal data for any purpose other than that set out in this condition 12 without your consent unless we are entitled or required to do so by law or under a court or regulatory authority order.

Searches

13.1     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.

Indemnity for Threats of Infringement Proceedings

14.1     Before we send any warning on behalf of a client to a third party we ask the client to indemnify us against the risks of 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 clients who do not provide the requested indemnity.

Notices and Forms of Written Communication

15.1     All notices and forms of written communication between you and us during the subsistence of the contract for the Services shall either be on paper delivered by hand, or sent by pre-paid first class post or sent by electronic means of message transmission which is capable of producing hard-copy read-out with confirmation of successful transmission (such as facsimile transmission or e-mail). If such notices and communications are sent by electronic means, then they shall be deemed to have been received at the time of receipt by us of the transmission if transmitted during our normal business hours (9.00am – 5.00pm UK time) but if they are not transmitted during those hours, then at 10.00am on the next working day following the day of transmission, and in the event of a difference between the time of dispatch and the time of receipt recorded on our receiving equipment, the time specified by our receiving equipment will be deemed the time of transmission.

Privilege

16.1     In general, communications between a UK Patent Attorney and his client are privileged under Section 280 of the Copyright, Designs and Patents Act 1988; and communications between a UK Trade Mark Attorney and his client are privileged under Section 87 of the Trade Marks Act 1994. This means that others, including the courts, are not entitled to discover the content of such communications where they concern professional advice. Please note that the privileged status of a letter or other document can be lost if it, or its contents, are disseminated to persons other than the addressee of the document.

16.2     In rare circumstances the courts may rule that such privilege is lost or does not apply. In that event we accept no liability in respect of any loss whatsoever incurred by you or any other party as a direct or indirect consequence of the loss or absence of privilege.

Conflicts of Interest

17.1     Because of the nature of our profession and our professional business it is not uncommon for Patent and Trade Mark attorneys to be acting at anyone time for two or more clients who are commercial competitors. We will not knowingly act for or against another client in a matter involving an active dispute with you without your written approval and the written approval of the other client, but you agree that we will not be prevented from acting for any of your competitors merely because they are competitors.

17.2     Appropriate procedures and arrangements exist to ensure that advice and opinions you receive are wholly independent of and do not make any use of knowledge or information confidential to any third party and we will not make use of any information confidential to you to the advantage of any third party.

Delivery

18.1     We endevour to deliver our services in a timely manner. When writing patent specifications, timescales to completion can range from days to weeks and speed of delivery of services can depend upon a number of factors including complexity and your response time to our enquiries.

Complaints

19.1     Laudens is committed to high quality service and client care. If, however, you experience difficulties with any aspect of the service you have received or about our fees for the work done and these difficulties cannot be resolved with your normal contact, please contact the senior director of the office that handled the matter. Our complaints procedure is set out in full on our website and a copy is available on request. If you are not satisfied with our handling of your complaint you can ask the appropriate one of the regulatory bodies which govern our business: the Legal Ombudsman (for service quality) or the Intellectual Property Regulation Board (IPREG) (for professional misconduct), to consider the complaint and we will assist you in contacting the relevant body and will cooperate fully in their investigation. Please see our website for further details.

http://www.laudens.com/clientcare.html

Termination

20.1     We will continue to work for you until any of the following events occur:

(a) we finish the work you have instructed us to do;

(b) your invoice remains unpaid for a protracted period;

(c) we consider that it is not in our mutual best interests for us to continue to work for you;

(d) you notify us that you have decided not to use us any longer;

(e) you (if an individual or a partnership) offer to make any arrangements with or for the benefit of your creditors or a petition of bankruptcy is presented in relation to you or any of your partners;

(f) you (if a limited company) are deemed to be unable to pay your debts (within the meaning of Section 123 of the Insolvency Act 1986) or you call a meeting to pass a resolution to wind up the company, or such a resolution is passed, or an administrator or receiver is appointed to all or any part of your business or property; or

(g) you become involved in similar processes to those in (e) and (f) under non-UK legislation.

20.2     Irrespective of any termination or suspension of the Services in accordance with these Terms, you shall pay us at the contract rate for all Services provided up to and including the date of suspension or termination and the termination of the contract or any contract for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum owing or to become owing to the other. Where the Services are terminated, we will refund advance payments made by you after making deductions for all Services carried out up to the date of suspension or termination of the contract.

20.3     You will accept responsibility for making alternative arrangements for compliance with all due dates of action, payment of official fees and the taking of any official steps necessary to preserve your rights in relation to the matters which we have handled for you prior to such termination.

Force Majeure and Exclusion of Our Liability

21.1     Your relationship is with Laudens. Laudens will have exclusive liability for carrying out the Services and for any negligent act or omission by us in the course of providing those Services. You agree that no individual director or employee of Laudens will have any personal liability for those Services. You also agree that a director or employee of Laudens signing in his own name any letter, e-mail or other document in the course of providing Services does not imply he is assuming any personal liability separate to that of Laudens. Except for acts of fraud you agree that any claim brought in respect of any matter on which we were instructed will be made against Laudens and not against any individual director or employee of Laudens.

21.2     You agree that we shall have no liability nor shall we be deemed to be in breach of any duties or obligations owed to you if at any time we are prevented, delayed or hindered in complying with such duties and/or obligations by reason of any circumstances beyond our reasonable control.

21.3     Nothing in these Terms excludes or limits the liability of us for death or personal injury caused by our negligence, or for fraudulent misrepresentation.

21.4     We shall not be liable to you for any indirect or consequential loss or damage costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) which arises out of or in connection with the contract (including loss of profit or other economic loss) for any liability incurred by us to any other person for any economic loss, claim for damages or awards howsoever arising from the Services or otherwise.

21.5     We maintain professional insurance cover appropriate to a firm of our size and standing.

General

22.1     Nothing in the contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.

22.2     If at any time anyone or more of the conditions of the contract (or any sub-condition or paragraph or any part of one or more of these Terms) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the contract and the validity and/or enforceability of the remaining provisions of the contract shall not in any way be affected or impaired as a result of that omission.

22.3     The Contracts (Rights of Third Parties) Act 1999 shall not apply to the contract with the exception of any other business which is owned wholly or in part by us, and a person who is not a party to the contract (including any employee, officer, agent, representative or sub-contractor of either party) shall not have the right (whether under the Contracts (Rights of Third Parties) Act or otherwise) to enforce any term of the contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this condition. Linchpin IP Limited shall have the right to enforce any term of the contract without such agreement.

Governing Law and Jurisdiction

23.1     English law shall apply to the construction and interpretation of our contract with you and the English courts shall have exclusive jurisdiction to resolve any disputes arising under it.