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STANDARD TERMS OF BUSINESS
Thank
you for instructing Hanna-IP to act for you. We will provide you
with confidential professional advice on intellectual property and
related matters. We will 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, in which case that letter will
take priority over these terms.
1
OBLIGATIONS OF THE FIRM
Our
qualified staff are members of appropriate professional bodies, and
will comply with their codes of conduct. 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 will perform the engagement with reasonable
skill and care and acknowledge that we will be liable to you for
losses, damages, costs or expenses caused by our negligence or
wilful default.
2
INSTRUCTIONS
2.1
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 any individual within your organisation
to act as a primary point of contact for us and keep us updated if
this changes.
2.2
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 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. Patent
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.
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.
2.3
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; 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.
2.4
Electronic Communications
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 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.
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.
3
INSTRUCTION OF THIRD PARTIES TO ACT ON YOUR BEHALF
During
our work for you we may need to instruct third parties (eg – 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.
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.
PROFESSIONAL FEES
3.1
Our charges
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 the size and complexity of the
matter and the degree of urgency involved. We may adjust our
standard charges if highly specialized knowledge is required, or if
the matter is complex and/or urgent. Fixed charges may apply in
relation to specific tasks (e.g. the actual filing of a patent
application). 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. Please ask us at any time
if you would like to be sent details of those rates.
3.2
Payment of expenses
You
will be responsible for any expenses we incur on your behalf. These
expenses may include Patent 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, telephone
and fax charges. 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.
3.3
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. When 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.
3.4
Estimates
If
requested, we will 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 accurately forecast, such estimates will
not be binding. Only some classes of work are suited to a firm
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 will try to obtain your
permission before exceeding our estimate.
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.
3.5
Invoicing
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.
3.6
Late Payments
If a
requested payment on account is not made or if an invoice remains
unpaid for after the payment period on the invoice, 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
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.
4
FILING
4.1
Ownership of files
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.
4.2
Destruction of files
It is
our normal practice to destroy our correspondence files, draft
documents and other papers when the file is closed, that is more
than six years old. Unless you tell us otherwise, we will assume
that you are content with this arrangement. Renewals are separate.
5
CONFIDENTIAL INFORMATION
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. 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.
6
DATA PROTECTION
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
information which we think might be of interest.
7
SEARCHES
Any
searches you request may be carried out by ourselves, 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.
8
INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS
Before
we send any warning on your behalf to a third party, we will ask you
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 you if you are not able to provide the
requested indemnity.
9
CLIENT’S PRIVILEGE
In
general, communications between a European 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.
10
CONFLICTS OF INTEREST
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. 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.
11
CLIENT CARE AND COMPLAINTS
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’s
complaints. If we cannot resolve the matter, you should contact the
European Patent Institute which will consider your complaint and
seek to resolve the issue.
12
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.
13
THIRD PARTY RIGHTS
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.
14
GOVERNING LAW AND JURISDICTION
The
law of Northern Ireland shall apply to the construction and
interpretation of our relationship and the Northern Irish courts
shall have non-exclusive jurisdiction to resolve any disputes
arising in relation to it.
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 this
Firm.
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