IPheions Intellectual Property

Terms of Engagement

1.            Introduction

1.1        IPheions Intellectual Property (IPheions IP) is a firm of European Patent and Trade Mark Attorneys providing intellectual property services throughout the world.

1.2        Our office is located at the following address: Buzzard Office, The Hawk Creative Business Park, Easingwold YORK YO61 3FE.

1.3        The terms and conditions set out below are thought to be appropriate to protect both you and ourselves from the consequences of particular situations. However, it is our intention to handle your work in such a way that these situations will not arise. We would like to create and maintain a relationship with you which is both constructive and beneficial to you and we very much hope that you will be not only happy with the service which we provide but will also remain our client for many years to come.

2.            Instructions

2.1        We will endeavour to carry out any work which you entrust to us to the best of our abilities. At the present time IPheions IP is operated as a sole practitioner firm and work will be carried out by Steve Gilholm who is a qualified European and UK Patent Attorney and a European Trade Mark Attorney.

2.2        We will aim to respond to all communications which you send us within 24 hours and we will work to whatever deadlines are agreed between us or are imposed by external authorities, such as the UKIPO or European Patent Office.

2.3        It is important that you inform us as soon as possible of any change in your contact details and the ownership of patent, trade mark or other rights for which we have the responsibility.

             Many such changes which affect the owner of rights should be officially registered. The registration of patent, trade mark and registered design rights can take a considerable time and there might be little activity for long periods followed by a situation which requires immediate action. We cannot be liable for any loss of rights as a consequence of your failure to inform us of any such changes.

2.4        When you provide instructions, information or advice to us orally without confirmation in writing, then we shall endeavour to keep a record of the instructions, information or advice and to act upon it as appropriate. Wherever possible, we will confirm to you in writing (probably by e-mail) your instructions, information or advice and the action we will be taking.

2.5        You authorise us to complete and sign in your name such official forms and applications as are necessary or desirable to carry out your lawful instructions and you will indemnify us in respect of all costs, claims, demands and expenses that may result from exercise of the authority hereby given.

2.6        Before we send any warning on your behalf to a third party, we may require you to indemnify us against the risks of our being sued for making an unjustified threat of infringement proceedings. The aim of this requirement would be to maintain our objectivity in contentious matters, which would diminish if our interest in any proceedings were to differ from yours. We may refuse to act for you if you are not able to provide the requested indemnity.

2.7        Our advice is provided for your benefit and solely for the purpose of the instructions to which it relates. It may not be used or relied on for any other purpose or by any other person other than you without our prior agreement.

3.            Exclusions and Limitations of Liability

3.1        During our work for you we may need to instruct third parties (for example, patent and trade mark attorneys in other countries) to act on your behalf. Also, you might need to sign a Power of Attorney or similar appointment to engage such third parties. Any such party is not part of IPheions IP. While we shall endeavour to select third parties of appropriate good standing, we shall not be responsible for any default or negligence by such third parties. In the case of negligence or a default, your course of action will be direct against the third party.

3.2        Searches which you instruct us to carry out might be carried out by ourselves, by Patent Offices or by an independent specialist searching firm. The limitations and occasional errors in classifications, indices, computer databases and official records mean that no search can be guaranteed for comprehensiveness or accuracy. We shall not be liable to you for errors by searchers who we instruct on your behalf, or for the consequences of limitations in a reasonably drawn search strategy, or for errors in classifications, indices, computer databases and official records which are outside our control.

3.3        The extent of our liability for any professional negligence shall be limited by our insurance cover and will in any case not exceed £1 million.

4.            Fees

4.1        Our charges are usually on the amount of professional time spent on the matter, although other factors may also be taken into account, for example, in as matter in which highly specialised knowledge is required or if the matter is complex.   We might apply tariff or fixed charges to specific tasks, such as drafting and filing a patent application.

4.2        Our hourly rates are reviewed periodically. Charges are calculated at hourly rates which apply when the work is carried out.

4.3        In appointing us to act on your behalf, you are also authorising us to incur such expenses as we consider necessary to carry out your instructions properly, and agreeing that you will reimburse us in respect of those expenses. Examples of such expenses are Patent Office fees and the costs of third parties (for example, Patent Attorneys in other countries, experts, searchers and translators) who we instruct on your behalf. Expenses might also include such items as courier charges and postage costs. Costs of travel, accommodation, telephone and fax charges will usually be at our expense. While our fixed charges and hourly rates are predictable, you should appreciate that many expenses are outside our control since they might be changed without notice and (in the case of foreign matters) vary with exchange rate fluctuations.

4.4        An estimate of the likely costs for service which we provide, whether in respect of your request or otherwise, is given as a guide only to assist you in budgeting and should not be regarded as a firm quotation or as a fixed or capped fee unless otherwise agreed in writing.

4.5        Any estimates or quotations given by us are net of VAT, which will be charged as applicable on our fees and those expenses that are liable for VAT.

4.6        We reserve the right to submit invoices to you at regular (usually monthly) intervals or at appropriate stages in the conduct of the matter. We reserve the right to request payments in advance on account of our fees and expenses incurred in exceptional cases.

5.            Payment Terms

5.1        Payment of all invoices is due within 30 days of the date of the invoice. For late payment, we reserve the right to charge interest of 3% above the Bank of England base rate from time to time accruing on a daily basis from the due date.

5.2        We may suspend and refrain from taking any action in relation to your affairs without any liability to you (even in the case of the loss of any rights) if we have specified that we will not take any action unless a payment on account is made and such payment has not been made in full, or if any invoice rendered to you has not been paid in full by a stipulated due date. Any such suspension of work or any cancellation by you of instructions given to us shall be without prejudice to our right to invoice and be paid for work undertaken and advice provided prior to the date of suspension or cancellation.

6.            Bank Details

Our bank details are as follows:

Bank: HSBC Bank plc

Sort code: 40-20-02

Account No: 11261886

Account Name: IPheions

IBAN No: GB71MIDL40200211261886

Swift code: MIDLGB2165K

7.            Files

7.1        Our files remain our property at all times. In the event you decide to transfer your work to other professional advisers, we will, at your option, or the option of the new advisers, (a) copy such of the files related to your work as you request (at your expense) and release the copy files, (b) give your new advisers access to the files to take such copies as they require, or (c) pass the files over to your new advisers on condition that they allow us access to the files and to take copies of anything on the files as and when we request.

7.2        Files which are no longer current, including those containing details of or otherwise relating to matters which may still be in force but for which we no longer have responsibility, may, at our discretion, be retained by us or destroyed. Specific arrangements may be made with us for maintenance of the files or records on a longer term basis. Such arrangements may include a charge for this service.

7.3        We retain copyright and all other rights in all documentation prepared by us and provided to you. Your use of such documentation is restricted to the purpose for which it was prepared.

8.            Office Hours

8.1       We do not guarantee to attend to mail, faxes and e-mails received outside normal office hours (other than by prior arrangement). Our offices are normally open on weekdays (excluding public holidays) between the hours of 09:00 and 17:00.

9.            e-Mail Communications

9.1        We will use e-mail for communications unless you tell us not to. You should be aware that:

             (a)          communications over the internet are not secure. We do not therefore guarantee that information which is communicated to us in this way will not be corrupted or intercepted;

             (b)          e-mails sent over the internet do not always reach the intended recipients. We do not therefore guarantee that every e-mail, sent and received, will reach the intended recipient;

            (c)            Viruses or other harmful devices can be spread over the internet. While we take reasonable precautions to prevent these problems, we do not guarantee that our e-mail correspondence will be free from viruses. If we are to communicate by e-mail, it is on the basis that you will also take reasonable precautions to prevent such viruses or other harmful devices.      

10.          Data Protection

10.1     To enable us to carry out our obligations to you and for other related purposes, including updating and enhancing client records, client checking, analysis for management purposes, client prevention, and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you. We will comply with the Data Protection Act 1998 and other relevant data protection legislation.

10.2     By instructing us you consent and agree to us obtaining, processing and using personal data concerning you and further consent to our disclosure of personal information about you to third parties.

10.3      You have right of access under data protection legislation to the personal data we hold about you. You may contact our data controller if you require further information in this respect.

11.          Confidentiality and Conflicts of Interest

11.1      We will keep confidential all information regarding your business and affairs unless you instruct us to disclose it or we are compelled to disclose it by law.

11.2      An actual or potential conflict to your interests and the interests of another of our clients might arise during the course of an engagement. If this situation arises, we will discuss the position with you and determine the appropriate course of action. In such circumstances, we reserve the right 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 will not generally be possible for us to identify the other client or the subject matters involved, when we advise the client that we can no longer act for them.

11.3     Before taking on a new client we will try to identify conflicts of interest that may preclude us from acting for them. We recommend that 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.

11.4     We will not be precluded from acting for a client in relation to a matter in which we have acted for another party when our services for the other party have not extended beyond translation, renewal, and providing an address for correspondence.

12.          Money Laundering

             To the extent required by law, we will ask for evidence of identity, and will report to the National Criminal Intelligence Service our suspicion that you or some other party to a transaction is engaged in handling the proceeds of crime. We will not inform you of any such report if we are prevented from doing so by law.

13.          Client Care and Complaints

13.1     If you have any comments or concerns about the services that we provide or if you wish to discuss any aspect of the way in which your instructions are being handled then you should contact us.

13.2      We undertake to look into suggestions and other comments carefully and promptly and to do all we can to explain the position to you. If an issue cannot be resolved between us you have the right to complain to the Chartered Institute of Patent Attorneys, the Institute of Trade Mark Attorneys or the European Patent Institute as appropriate. If the relevant professional body also cannot resolve the matter, you may contact the Legal Services Ombudsman.

14.          Termination of Relationship

14.1     You may withdraw your instructions at any time by written notice to us.

14.2      We may decline to act further by giving you written notice where we have good reasons to do so (including failure by you to settle invoices in full on the due date or to make payments in advance when so requested).

14.3     If our engagement is terminated, whether by you or by us, we shall be entitled to payment of our fees, including expenses and applicable VAT to the date of termination.

15.          Governing Law

These Terms of Engagement shall be subject to the laws of England and Wales. The English Courts shall have exclusive jurisdiction to decide any disputes which may arise between a client and the company which cannot be resolved by the preceding complaints section.

IPheions Intellectual Property

January 2014