UK - Terms

Novagraaf UK is the trading name of J.E. Evans-Jackson & Co. Ltd, a company registered in the United Kingdom under company registration number 02484420 and with its registered office at: 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH, United Kingdom.

Our main office is located at 3rd Floor, 77 Gracechurch Street, London EC3V 0AS, United Kingdom, and its normal business hours are from 9.00am to 5.00pm on weekdays.

1. CONTRACTING PARTIES

The contract ("Contract") for the provision of professional services ("Services") by us to you is set out in these Standard Terms of Business ("Terms") and in any letter ("Engagement Letter") that we send to you confirming your instructions in general or on any particular case. In the event of any conflict between the Terms and the Engagement Letter, the latter will prevail.

The Contract is between you and Novagraaf UK alone. For the avoidance of doubt, there is no contract between you and any director, employee, consultant or agent of Novagraaf UK. Any advice given to you by a director, employee, consultant or agent of Novagraaf UK as part of any Services is given by that person on behalf of Novagraaf UK and not in his / her individual capacity.

Unless otherwise indicated, references in the Contract:

• to "we", "us" or "our" are references to J.E. Evans-Jackson & Co. Ltd, referred to herein as "Novagraaf UK", and to any successor or assignee thereof;
• to "you" are references to the person (including any company, corporation, partnership or other incorporated or unincorporated body, lawyers, attorneys or agents) who provided the initial instructions in relation to a matter and who will be responsible for settlement of all our invoices and for reimbursement of all our costs and expenses incurred whilst carrying out their instructions;
• to any legislation or code are references to that legislation or code as replaced or amended from time to time.

No amendment to any provision of the Contract will be effective unless it is agreed in writing between us.

The Terms supersede any earlier terms of business or terms of engagement that may have been provided to you by Novagraaf UK or its predecessor.

2. SCOPE OF THE SERVICES

Unless agreed otherwise between us in writing:

• our advice to you will relate only to the law and legal procedures that operate in England and Wales and under the regulations pertaining to the European Union Community Trade Mark, the European Patent Convention, the Patent Co-Operation Treaty and the Madrid Protocol. We will also advise on IP matters in other jurisdictions through the advice we receive on your behalf from our network of associates overseas;
• the Services will not include advice on the tax or accounting implications of any transaction or course of action, or on tax and accounting-related issues generally;
• we will not be obliged to provide, and accept no Liability for, any advice or work beyond the scope of the Services or in relation to factors of which we were not made aware by you; and whilst we will endeavour to meet any deadline that we agree with you for the performance of any Service, time shall not be of the essence of the Contract.

3. OUR GENERAL PROFESSIONAL OBLIGATIONS

Subject to the terms of the Contract, we will provide the Services to you with reasonable skill and care and in a timely manner.

The individual named in any Engagement Letter as the "Main Contact" will be the individual exclusively responsible for the supervision of the client relationship between us and you and for the provision of the Services. That individual has complete discretion to deploy such of our attorneys, trainees, paralegals or other staff as he or she considers necessary or desirable to ensure the appropriate provision of the Services.

4. CONFLICTS

We operate systems intended to prevent our acting for one client in a context where there is an actual or potential conflict of interest, with another client for whom we are acting. If you become aware of such a conflict please notify us as soon as possible. In the event of such a conflict it will be our responsibility to decide on the appropriate course of action.

We reserve the right to act, during and after the term of any Contract, for other clients whose interests may be commercially adverse to yours.

5. YOUR RESPONSIBILITIES

You will provide us with clear, timely, up-to-date and accurate instructions and information relating to the Services in order to enable us to provide them, and/or to comply with any applicable legal or regulatory obligations, and you will notify us promptly of any material change to such instructions or information. We will be entitled to rely on them without further verification unless expressly agreed otherwise between us in writing.

In the absence of any written agreement between us to the contrary, we shall be entitled:-

(unless you are a client who is a private individual) to treat the person(s) instructing us as being fully authorised by you to do so, including in respect of accepting the Terms and any Engagement Letter, and to assume that we may act on instructions given orally.

You will tell us as soon as possible if matters are or become urgent and/or require action by a specific time.

Official authorities often impose time limits and failure to meet these limits can result in the rights concerned not being achieved. We do not accept liability if you do not provide instructions that are clear, complete and timely enough to allow us to act within official time limits. We will aim to inform you of time limits and of actions or instructions that are required, though we do not undertake to give reminders.

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.

6. OUR CHARGING STRUCTURE

Our fees for providing the Services will be calculated taking into account the nature and extent of the Services, and the overall circumstances. Unless we have agreed to charge fees based on the set fee arrangement, the primary element in calculating our fees is normally the time spent by Attorneys in providing the Services to you. The standard hourly rates of our Attorneys vary depending upon their seniority and experience, and the rates of those Attorneys engaged in providing any Services will be notified to you. These rates may be reviewed by us annually or at other periodic intervals.

In addition to time costs, we are entitled to reflect in our fees additional factors, such as the novelty or complexity of the matter, the skill, responsibility and knowledge demanded, the urgency or speed of action required, the amount or value of any money or property involved, unsocial hours worked by Attorneys and other personnel, the place in which the business is transacted and the overall value or importance of the work to you.

We will keep a record of the time that we spend on a matter and will, if requested by you, provide you with a written breakdown of the time spent and the fees attributable to it.

You may agree with us an upper limit for the fees, disbursements and/or expenses that may be incurred by us without further authority in a particular case.

Any estimate that we give to you of our fees, disbursements and/or expenses does not constitute a definitive quotation unless specifically agreed between us in writing.

Where any of our fees, disbursements or other expenses are paid subject to any deduction or withholding in respect of tax in any non-UK jurisdiction, we reserve the right to charge you an additional amount that will, after any deduction or withholding has been made, leave us with the same amount that we would have received in the absence of any such deduction or withholding.

Whether or not any matter to which any Services relate proceeds to completion we will be entitled to charge you for the work done and disbursements and expenses incurred by us, and also for such further charges or disbursements that we may unavoidably be required to incur.

7. DISBURSEMENTS AND OTHER EXPENSES

We may on your behalf incur and, in some circumstances, pay certain disbursements (such as official fees associated with patent filing and prosecution, search fees, stamp duty, overseas lawyers' and agents' fees, court fees and barristers' fees). You will have to pay those expenses or reimburse us for them. We will, where requested, notify to you in advance (or estimate) any such disbursements which are to be incurred.

In addition to our fees and disbursements, we may charge you for some of the firm's own expenses incurred while acting for you. These may include (for example) the expenses of photocopying and binding, special deliveries, fax and telephone, travel and electronic money transfer.

Where we enter into foreign currency commitments on your behalf (such as payment of overseas lawyers' fees), or where foreign currency transactions take place in relation to matters where we are acting on your behalf, we are entitled to recover from you any bank charges and exchange rate losses that we incur or reasonably anticipate may be incurred in handling the transaction. In general where we make on your behalf or receive from you foreign currency payments we will calculate the amount that we invoice you based on the prevailing exchange rate with a percentage markup to offset potential exchange rate losses. For example, in December 2011 the markup was 10%. We may alter these rates from time to time without notice.

8. VAT

Our hourly charge rates, fees, disbursements and expenses (and any estimates or quotations in respect of any of the foregoing) are exclusive of value added tax ("VAT") which (where chargeable under current legislation) will therefore be added to our invoices.

If any of our invoices is not payable by you as our client but by a third party, you will still be liable for any VAT in respect of our charges.

9. PAYMENT ON ACCOUNT AND SUMS RECEIVED ON YOUR BEHALF

We may at any time require you to pay to us reasonable sums on account of anticipated fees, disbursements, expenses and/or VAT, in which case we will not be obliged to start (or, as the case may be, continue) work until we receive such sums. We shall be entitled to transfer any such sums to our general office account after we have notified you of them. If the amounts that we have invoiced to you at the end of any matter are less than the sums that we are holding on account for you, we shall refund the balance to you; if they are more, you will pay the balance in accordance with the Contract.

Unless otherwise stated by us, no request by us for a payment by you on account will constitute an estimate or fixing of fees or other costs; our total charges in a matter may be greater than any payments on account.

10. INVOICING ARRANGEMENTS

Unless otherwise agreed between us in writing, we reserve the right prior to completion of any matter to which any Services relate to render interim invoices at monthly or other periodic intervals that we regard as appropriate in the circumstances, and/or when we incur or agree to pay disbursements on your behalf, and/or at the end of our financial year.

Even if a third party has agreed to pay all or part of your legal costs and expenses, we will (unless otherwise agreed between us in writing) address our invoices to you, and you will in any event be responsible for paying them.

You may be entitled to object to any of our invoices by making a complaint to the Intellectual Property Regulation Board ("IPREG"), the Legal Complaints Service ("LCS") or the Office for Legal Complaints ("OLC"). Time limits may apply to any such complaint or application.

11. PAYMENT OF INVOICES

Each of our invoices is payable within 30 days of the date thereof unless otherwise agreed between us in writing. Our policy is not to accept cash from clients unless permitted by us in writing.

We may apply any amount held by us on your behalf on any matter (provided that it is not held for a specific purpose agreed between us in writing) in or towards payment of any sum requested or due from you as regards any other matter, whether on account or in respect of any interim, disbursement-only or final invoice, or interest, or any combination of the foregoing.

In the event that any Engagement Letter is addressed to more than one person, and/or where we agree with your consent to act for one or more additional persons, Liability for the settlement of our fees, disbursements, expenses and VAT shall be shared between those persons on a joint and several basis.

If you do not pay (whether on account or otherwise) any of our fees, disbursements, expenses or VAT in accordance with the Contract we shall be entitled (without prejudice to our other rights) to carry out any or all of the following:

i) charge interest on the amount outstanding at the rate allowed under the Late Payment of Commercial Debts (Interest) Act 1998 until the outstanding amounts are paid in full;

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

iii) recover from you the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise following a debt recovery process;

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

If arrangements are made for a third party to pay any of our fees, disbursements or expenses invoiced to you, or a court orders a third party to pay any part of such fees or disbursements, you remain liable to pay them to the extent that the third party fails to do so. Payments should be made without any deductions.

12. COMMUNICATIONS

You acknowledge that we may (unless otherwise directed by you in writing) communicate with you by the most appropriate means, which may include (amongst other things) fax and/or unencrypted email. In this respect you acknowledge that we have no control over the security or integrity of electronic networks, and that we do not accept Liability for any of the risks involved in electronic communication.

It is important that you inform us promptly of any change of address, telephone and fax numbers and of any change of ownership of your trademark, patent or other relevant Intellectual Property rights. Many such changes have to be officially registered. Please remember that the obtaining of patents, trade marks and design rights can take many years. No responsibility can be accepted for any loss of rights in any case where you have failed to inform us of such changes.

We regularly carry out checks for malicious software. However, we advise that you carry out your own checks on any communications (whether in the form of computer disc, e-mail, Internet or otherwise). We accept no liability (including negligence) for any malicious software that may enter your system or data by these or any other means.

We may, pursuant to statutory requirements or otherwise, monitor and/or record telephone, fax and email communications that are made to or from our offices.

13. DOCUMENTS

Unless otherwise agreed between us in writing, we may at any time transfer any documents held by us on your behalf that are in paper format to electronic or other reduced format, and may destroy the originals.

We may agree to store deeds and other especially valuable documents for you if you so request and, if so, we will not destroy any such documents without your prior consent. We reserve the right to charge you for the costs of such storage.

When a matter has been completed, we shall:

(subject to any legal constraint from so doing) return to you, at your request, any documents that you have provided to us in connection with it and any other documents to which you are entitled; and

store any other papers relating to the matter for six years, or for such other period that we reasonably determine, or for such other period as is required by law (whichever is the longest period), after which we reserve the right to destroy or delete them without further reference to you.

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 may levy a reasonable charge for such checking subject to the amount of time and effort required to complete this task. 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.

Our files remain our property at all times. 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

14. FEEDBACK AND COMPLAINTS PROCEDURE

We hope that you will be entirely satisfied with the way in which we perform the Services, but, if you are not, please refer your complaint initially to the Main Contact.

If your Main Contact is unable to resolve the issue to your satisfaction or you are unwilling to contact them or feel the matter is sufficiently serious please write, with full details of your complaint, to our Company Secretary. The complaint will be investigated and reviewed by an independent member of the company with a view to doing all that is reasonable to resolve any difficulty.

If for any reason the Main Contact or Company Secretary is unable to resolve your complaint, IPReg, the LCS and the OLC provide or will provide complaints and redress mechanisms, details of which are available from us on request. IPReg is the appropriate body to deal with any professional misconduct complaints.

15. INTELLECTUAL PROPERTY

You will indemnify us fully on demand, both during and after the term of the Contract, against all Losses that may at any time be incurred by us as a direct or indirect result of our having issued, on your instructions, threats of intellectual property infringement that are (or are alleged to be) groundless.

16. OUR LIABILITY TO YOU

This clause contains limitations and exclusions of our Liability to you in the event that you have a claim against us, and you should therefore read and consider this clause carefully.

In this clause: "Specified Person" means any person who is not our client in relation to the Contract but who we may agree shall be entitled to rely upon or receive any Services in relation to the Contract; and "Losses" means any actions, proceedings, claims, losses, costs, expenses, liabilities or damages, including but not limited to legal fees and settlement sums paid on Counsel's advice.

For the purposes of the Contract "Liability" means our entire liability (including any liability for the acts or omissions of our directors, employees, consultants, agents and contractors) to you and to any Specified Person) in respect of any Losses incurred by you or any Specified Person, including any arising from breach of duty to you, breach of the Contract, or any representation, statement or tortious (including negligent) act or omission under or in connection with any Services that we provide; and "Liable" is to be construed accordingly.

Except where expressly set out in the Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Except where expressly set out in the Contract, no person other than Novagraaf UK will have Liability for any Services, and for any act or omission in the course of the actual or attempted provision of any Services, and you therefore agree that any claim of any kind arising out of or in connection with any Services will be brought only against Novagraaf UK and not personally against any of our directors, employees, consultants or any other members of our staff (whether employees or not).

Novagraaf UK carry professional indemnity insurance giving appropriate cover for any claim for professional negligence. We do not accept Liability for any Losses in excess of the level of our insurance cover, unless we have agreed a special arrangement with you at the outset of your matter. From time to time the level of our indemnity cover is reviewed and we can tell you the current level if requested; that figure will not be less than one million Euros.

We shall not incur any Liability for:

16.1 any Loss arising from any breach by you of the Contract or any act or omission of any other person or any change in the law or its interpretation that occurs after we have advised thereon;

16.2 any advice or document which is not subject to the laws of England and Wales or under the regulations pertaining to the European Union Community Trade Mark, the European Patent Convention, the Patent Co-Operation Treaty and the Madrid Protocol;

16.3 any advice or opinion given by any third party (whether or not nominated or recommended by us);

16.4 any Loss of actual or anticipated revenue, profits, income, savings, goodwill, reputation, data or business opportunities, unless such Loss is directly related to our professional negligence;

16.5 any type of indirect, special, punitive or consequential Loss;

16.6 any Loss arising from any situation in which we are prevented from or delayed in providing any Services as a direct or indirect result of any cause beyond our reasonable control; or

16.7 any Loss arising from any deferral, suspension or termination of the provision of any Services as permitted by the Contract.

Where you have a number of advisers (including us) advising you on a matter, there is a risk that we will be prejudiced by any limitation or exclusion of liability that you agree with any of those other advisers. This is because such a limitation or exclusion of liability might also operate to limit the amount that we could recover from that other adviser by way of contribution if we were required to pay you more than our proper share of the liability. Accordingly you agree that we will not incur any Liability to you for any amount that we would have been able to recover from that other adviser by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with that other adviser any limitation or exclusion of his or her liability to you, and that in any event you will notify us of any such agreement.

Each limitation and exclusion of our Liability contained in the Contract is to be construed as a separate limitation and exclusion (applying and surviving even if for any reason one or other of the said limitations or exclusions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of the Contract.

Notwithstanding anything in the Contract to the contrary: no limitation or exclusion of our Liability contained in it will operate to exclude or limit any Liability for death or personal injury caused by our negligence or for fraud or reckless disregard of professional obligations or for any other category of Liability that cannot lawfully be excluded or limited.

We will from time to time use third parties to provide services on your behalf. 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.

17. DATA PROTECTION AND CONFIDENTIALITY

You agree to our holding and processing the personal data that you provide to us pursuant to the Contract ("the Personal Data") in order to enable us to perform the Services, to administer the Contract and your account with us, to operate our practice in accordance with necessary standards, and to provide you with information about our firm and its services. Where the Personal Data is that of any of your officers, directors or staff, you agree to ensure that you have all necessary consents to the foregoing.

In this clause, Third Parties means any third parties engaged to perform services on your behalf (for example, barristers, foreign lawyers, accountants and patent or trade mark agents), third parties who perform administrative functions on our behalf, and third parties that conduct audit or quality checks on our practice.

You acknowledge that we may disclose the Personal Data to Third Parties, some of whom may be based overseas in countries that do not have equivalent data protection laws to those of the United Kingdom.

You acknowledge that we may place the Personal Data on our marketing database for the purpose of contacting you by post, telephone, email or otherwise about our services and about events such as seminars and conferences, and to send you briefings and similar material. If you have any objection to any of the Personal Data being held on our marketing database please inform us that you wish the Personal Data to be removed from it (e-mail to: info.london@novagraaf.com).

Where information provided by you to us pursuant to the Contract is stated to be confidential or clearly appears to be confidential (together "Confidential Information"), we will, whilst providing the Services, take such steps as are reasonably appropriate in good faith to keep it confidential, unless:-

17.1 you have consented to our disclosing it;

17.2 it enters the public domain without any breach of confidence by us; or

17.3 we are required to disclose it by law or by any authority of competent jurisdiction, in which case we will endeavour (where practicable and unless precluded by law) to notify you of any such event.

You consent to our disclosing any Confidential Information to any of the said Third Parties provided only that we are reasonably satisfied that it is bound by obligations of confidentiality similar to those contained in this clause.

Unless otherwise agreed between us in writing, the fact that you are or have been a client, and the fact that we are acting for you or have acted for you on any specific matter, will not be deemed to be Confidential Information.

18. THIRD PARTIES

The Services are provided solely and exclusively to you and for your benefit as our client, and no third party may (unless expressly authorised by us in writing) use or rely on any of them or derive any right or benefit from any of them.

Each member, employee and consultant of Novagraaf UK will be entitled, under the Contracts (Rights of Third Parties) Act 1999 ("the 1999 Act"), to the benefit of clause 16 and of any other provision in the Contract that excludes or limits his or her liability, but the Contract may be varied from time to time or terminated without the consent of any such person. Save as aforesaid, the provisions of the 1999 Act are hereby excluded.

19. EXPIRY AND TERMINATION

Unless agreed between us in writing, each Contract for the provision of Services on any particular matter or case will expire on the conclusion of that matter or case, and each Contract for the provision of Services in general will expire 12 (twelve) months after the last date on which we provide any Service to you; and our acceptance of your instructions subsequent to the expiry of any Contract will give rise to a new Contract.

Prior to the expiry date of any Contract you may terminate the provision of all or any Services under it at any time by giving written notice to us, save that:-

19.1 if we are on the record of a court that we are acting for you in any pending proceedings the consent of the court may be required before we can be removed from that record; and

19.2 where the Consumer Protection (Distance Selling) Regulations 2000 apply to any Services that we have provided to you, you may not cancel the Contract in relation to those Services

Prior to the expiry of any Contract we may suspend or terminate the provision of all or any of the Services under it and/or any other Contract at any time provided that we have good reason to do so. We will give you notice in writing of any such suspension or termination by us, but in certain circumstances we may not be able to give you the reason for it.

If we suspend or terminate the provision of any Services (or are entitled to do so) we may (without prejudice to our other rights) exercise any lien to which we are entitled over property of yours that we are holding, including but not limited to documents and the credit balance in your client account.

You will pay to us all fees, disbursements, expenses and VAT thereon (a) incurred by us prior to the date of expiry or termination of the Contract, whether or not invoiced by us by that date, and (b) incurred by us after the date of expiry or termination of the Contract for work necessary to comply with any post-Contract obligations such as return or transfer of documents and removal from the record.

Until all outstanding fees are paid, we may retain possession of all materials that would otherwise be returned to you including but not limited to our files.

All of our rights under the Contract will survive the date of its expiry or termination unless they are stated to endure for the term of the Contract only, or the same is implied by the context.

20. CHANGES TO OUR STATUS

We may assign all or any of our rights or obligations under the Contract to any third party (including a limited liability partnership) that carries on business as our successor, in which case you will accept the performance by the assignee of the assigned obligations in substitution for their performance by us.

21. LAW AND JURISDICTION

The Contract is governed by English law. In connection with any dispute between us relating to it, you and we each agree to submit to the exclusive jurisdiction of the English courts, save that we may in our sole and unfettered discretion commence proceedings against you in any other court.