Thank you for instructing Sandersons 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 Partners and qualified staff are members of appropriate professional bodies and will comply with their codes of conduct.
It is our responsibility: (a) to 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) to 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. You may nominate an 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 endeavour to 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 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 and/or extension 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 numbers and e-mail addresses; or (c) any change of legal status or ownership of your intellectual property or other relevant rights. We cannot accept responsibility for any loss of rights as a consequence of your failure to inform us of such changes. Many such changes have to be officially registered which will normally incur a cost. Please remember that registration of patents, trade marks and design rights can take several years and that there may be little activity for long periods followed by a situation which requires immediate action.
2.4 Electronic Communications
We will normally communicate with you by e-mail, but may also use other forms of communication such as post. Given that e-mails 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 e-mails. Due to the nature of the internet, we cannot accept responsibility for non-receipt or late receipt by you of such communications, though we may ask for a read-receipt on appropriate communications.
We shall be responsible for carrying out regular virus and IT security checks; however, we advise you to carry out your own checks on any communications (whether in the form of 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 or malware that may enter your system or data by these or any other means. Furthermore, whilst we observe reasonable precautions, we cannot guarantee the security of our IT systems.
2.5 Money Laundering
In order to comply with Anti Money Laundering Regulations and parallel legislations 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. 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.
3 INSTRUCTION OF THIRD PARTIES TO ACT ON YOUR BEHALF
During our work for you we may need to instruct third parties (e.g. foreign attorneys) to act on your behalf. We may instruct third parties directly on your behalf, and you may need to sign a power of attorney or similar appointment to engage such a third party.
We may refer to such third parties as “associates” but we have no financial interest in them and are not tied to one particular third party in any country. Such third parties are not part of this Firm. We shall endeavour to select third parties we regard as being of good quality and whom we consider will handle your affairs confidentially and with due care and competence. but we will not be liable for any default or negligence by such third parties. We shall, of course, monitor such third parties on an on-going basis to ensure that the required service is provided and that performance standards are maintained. Unless we are specifically requested to do so, we do not seek competitive quotes from third parties, and in some cases we might need to make a charge for obtaining and comparing such competitive quotes.
4 PROFESSIONAL FEES
4.1 Our charges
Our charges are principally based on fixed service charges and/or 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 specialised 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, trade mark or design application). You are liable for our charges in respect of any work carried out up to your instructions to cease work on a matter.
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 if you would like to be sent details of those rates.
4.2 Payment of expenses
You will be responsible for any expenses we incur on your behalf. These expenses may include Intellectual Property Office fees, Counsel’s fees, Court fees, the costs of any experts or other agents (including any translators or foreign attorneys). They may also include such items as couriers, travel and meeting expenses, and database access charges. We may charge commission on certain outside services that we obtain on your behalf.
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.
If a disbursement is in a currency other than pounds sterling, we will apply our standard rate of exchange at the time of entering into our accounting system. Our standard rates of exchange may include an element of commission. If we provide a quote for doing something that will involve a disbursement in a foreign currency, in the event the exchange rate has varied from the date we provided the quote, we will use our discretion in deciding whether any fluctuation in exchange rates should result in a credit note to you or an additional cost to you.
When we have used an external supplier of services and have charged the disbursements to you, on rare occasions we may at a later stage receive a rebate based on the amount of work sent to that supplier over a given period or on the speed at which we pay the supplier. As this may cover the work of many clients, we do not pass on such rebates to our clients.
4.3 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 sufficient time should be allowed. All payments on account, or refunds credited to your account, will be held in our client account. Funds will be transferred from that account to our accounts when liability is incurred. No interest is payable on monies held in our client account.
4.4 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 endeavour to obtain your permission before significantly 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.
Unless stated to the contrary, any estimate or fixed price quote is in pounds sterling and is exclusive of VAT (or similar taxes).
4.5 Invoicing
We are prepared 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.
4.6 Late Payments
If a requested payment on account is not made or if an invoice remains unpaid after the payment period stated on the invoice, we reserve the right to suspend all work on your behalf and to apply late payment penalty charges and/or interest (calculated on a daily basis at statutory interest or 8% per annum above the Bank of England base rate from time to time) until the date of actual payment of the overdue amount. 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.
5 FILING
5.1 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 make copies of the relevant parts of files relating to your work as you request (at your expense) and release the copy file(s) when all our charges have been paid.
5.2 Destruction of files and samples
Files will be retained in physical or electronic form for a period of at least 6 years. It is our normal practice not to have physical files, but any that we do will be destroyed after a file is closed. Electronic files will be retained for at least 6 years. Unless you tell us otherwise, we will assume that you are content with this arrangement.
Any physical samples provided to us will be returned on request at your cost or disposed of appropriately once a matter is complete.
6 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.
7 DATA PROTECTION
This firm has notified under the Data Protection Act 2018 and will comply with the General Data Protection Regulation (UK GDPR, and for EEA clients, EU GDPR) and 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 UK or, for EEA clients, the European Economic Area and sending you information which we think might be of interest. For further information please see our Privacy Policy at www.sandersons.co.uk/privacy-policy/.
8 SEARCHES
Any searches you request may be carried out by us, by Intellectual Property 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.
9 INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS
If you ask us to send any warning on your behalf to a third party, you indemnify us against the risks of our being sued for making an unjustified threat of infringement proceedings. We may ask you to provide a specific written confirmation of that indemnity as circumstances require. The aim of this 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 confirmation of indemnity.
10 CLIENT’S PRIVILEGE
In general, communications between UK Patent Attorneys and their clients are privileged under Section 280 of the Copyright, Designs and Patents Act 1988 (as amended by the Legal Services Act 2007) and communications between UK Trade Mark Attorneys and their clients are privileged under Section 87 of the Trade Marks Act 1994 (as amended by the Legal Services Act 2007). 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. In addition, different jurisdictions have different rules on privilege such that communications with us may not be protected from disclosure. Please let us know if you would like us to give you further information on this area.
11 CONFLICTS OF INTEREST
We cannot act simultaneously for two clients whose interests in the matter on which we are advising conflict, unless (in certain circumstances) 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.
12 STATUTORY OBLIGATIONS
We are required to comply, where applicable, with current legislation including The Terrorism Act 2000, The Proceeds of Crime Act 2002, The Bribery Act 2010, The Money Laundering Regulations 2017, and The Criminal Finances Act 2017.
These obligations may require us to carry out checks on the identity of individuals, companies or the owners of companies, regardless of any historical connection to the firm. In the case of individuals, the identity check may involve inspecting photographic proof of identity. If money transfer is involved, we may need to check the source and/or destination of those funds. If it is appropriate to return funds that we have received, from you or from other sources on your behalf, we may refuse to return these to a different destination from which they were received. Any costs incurred by us in making such investigations may be charged to you.
If, to comply with our statutory obligations, we need to report to any relevant authority, we may need to do this without notifying you. We accept no liability for any loss or damage you may suffer as a result of our compliance with any statutory obligation.
13 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 most senior Partner of our firm who is not currently involved in the matter.
Details of our complaints procedure are available on request. If we cannot resolve the matter in accordance with that procedure, you may contact the Legal Ombudsman within one year of the complaint to this firm and generally within six months of the firm’s response. You can contact the Legal Ombudsman at PO Box 6167, Slough, SL1 0EH; by telephone on 0300 555 0333; via the website https://www.legalombudsman.org.uk or by e-mail at enquiries@legalombudsman.org.uk.
Alternatively, you may contact our independent professional regulation body, the Intellectual Property Regulation Board (IPReg). You can contact IPReg at 20 Little Britain, London, EC1A 7DH; by telephone on 020 7353 4373; via the website https://www.ipreg.org.uk or by e-mail at ipreg@ipreg.org.uk.
14 LIABILITY
The liability of Sandersons and its partners, employees and agents for any loss or damage suffered by you arising out of or in any way connected with our work, however the loss or damage is caused, including our negligence but not our wilful default, shall be limited to £5 million or, if lower, an amount equal to that part of the loss or damage that would be fairly apportioned to us by a court, taking account of the role played by other parties. If for a particular matter or matters there are multiple parties to whom we are liable, our liability shall be limited to a single amount, calculated as above in this paragraph, across all of those parties. No exclusion or limit in these Terms of Business applies to liability in respect of death or personal injury caused by our negligence.
If there is a risk that in carrying out work for you we may be liable to a claim from a third party which exceeds £5 million, you shall inform us, and we reserve the right to require an indemnity from you in respect of any such third party claim and to obtain, at your expense, additional professional indemnity insurance to cover the additional risk.
15 ARTIFICIAL INTELLIGENCE (AI)
We may use AI as part of workflows and business operations. If an AI system is used by us, it’s use does not reduce our professional responsibilities, and we remain fully responsible for the accuracy and quality of our services.
We have due regard to applicable guidelines from IPREG and the EPI on the use of generative AI. Should you wish to discuss this, please ask.
Please be mindful of any AI tools that you choose to use. You should be aware that use of public AI tools may compromise the confidentiality or privileged nature of communications, for example through the disclosure of information to third-parties via the tool provider. We reserve the right to refuse to consider and/or act upon excessively lengthy and/or irrelevant content which appears to be AI generated.
We cannot accept responsibility for the accuracy or reliability of any output from AI-based transcription or summarisation tools you may choose to use. Unless we agree in writing, any such output will not constitute an agreed or authoritative record of a meeting.
16 TERMINATION OF RELATIONSHIP
You may terminate our relationship at any time by writing to us. If there is a 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 termination.
17 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.
18 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.
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 by a Partner of this Firm. Your continuing instructions amount to your acceptance of these Terms of Business. These terms supersede any earlier standard terms. If previously we have agreed specific modifications of our standard terms for you, those modifications continue to apply unless they are contrary to any law or rule of conduct with which we must comply.