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(Incorporating Terms of Business)

April 2017

Introduction
We are very pleased that you have chosen to engage and instruct Boult Wade Tennant and we look forward to working with you. Boult Wade Tennant is a partnership of patent and trade mark attorneys providing advice on intellectual property and related matters. The firm is regulated by the Intellectual Property Regulation Board (IPReg), and the European Patent Institute.

Contact Partner
The work which we undertake for you will be directed by one main partner, your contact partner, who is responsible for the delivery of our service to you.

Your contact partner may involve other partners, assistant patent or trade mark attorneys, trainees, paralegals, administrators or non-technical professionals within our firm where additional technical expertise or assistance is required or where it is more cost effective for you. The name of your contact partner and the assistants who will principally be involved with your work are set out in our letter of engagement.

Where aspects of your work are delegated to assistants and other professional staff, work is always under the control of a partner. Boult Wade Tennant maintains its high standards through careful recruitment and training, the constant monitoring of performance and commitment to the use and development of effective IT and office systems.

Contacts Within Your Organisation
We will need to identify at the outset our principal contact or contacts within your organisation. We prefer to have one principal contact who normally will be responsible for instructing us and for approving the payment of our charges. In addition to our principal contact, we will need to know who else will be authorised to instruct us on matters which will be invoiced to you.

Your Instructions
We can be contacted and accept instructions by telephone, post, fax or email. The firm’s contact details are on our letterhead and the email addresses for those principally responsible for your work are set out in our letter of engagement.

The procedure for taking instructions will depend on the nature and urgency of a matter, your location and the most expeditious way of handling the process. We prefer to receive instructions on all substantive matters in writing or at least to have them confirmed in writing.

Please ensure emails from you to us containing time critical instructions, e.g. for new matters or in relation to an official due date for action, are always addressed to our primary mailbox, boult@boult.com. This will ensure your instructions by email are processed in the same way as instructions by post or fax.

We communicate with clients and third parties by telephone, post, fax or email. Email is not completely secure and we make no representations as to the security of our system. Our emails carry disclaimers and electronic communication takes place subject to the terms of those disclaimers.

We will normally arrange to communicate with you in the manner you prefer. If you prefer not to communicate by email, or wish to use encrypted email for certain communications, please let us know.

Please keep us informed of any changes that occur in your personnel, address or ownership which may affect either your working relationship with us or the intellectual property rights we are handling for you. Also, should you lose interest in a particular case, please notify us without delay to ensure that you do not incur unnecessary expense.

Unless agreed otherwise, we will continue to act for you on a retained basis in respect of the matters for which you have instructed us and, if we are required to take action on any of those matters, you will be liable for any charges reasonably incurred by us. You must therefore notify us immediately if you lose interest in a matter.

Warranty
You, as our client, represent and warrant to Boult Wade Tennant that, to the best of your knowledge, any instructions given by you will not cause Boult Wade Tennant to infringe the laws or regulations of any country.

Deadlines
Please note any deadlines indicated in our letters or other reports to you. Failure to meet deadlines may result in loss of rights or incur additional costs.

We cannot be held responsible for any loss incurred where you have not provided clear and complete instructions, both within the given time limit and with sufficient notice to enable us to act on your instructions.

In some circumstances we may ask you for up front payment on account before accepting your instructions to complete a matter. In such cases, we are not responsible for any loss incurred by you if we do not received the requested payment in sufficient time for us to then complete the matter before a deadline.

Keeping Clients Informed
Boult Wade Tennant will advise you on the progress of matters at all significant stages, normally in writing.

All matters are entered into our computerised records system and we are able to provide reports showing the current status of those matters.

Instructing Other Professionals
In circumstances where we need to instruct counsel, solicitors, overseas attorneys or other professionals on your behalf, we draw on our knowledge and extensive range of contacts worldwide to select appropriate professionals to assist with your specific needs or problems.

Confidentiality
All information with which you provide us will be regarded as confidential, but you should advise us if any of the information is particularly sensitive. We will not divulge any confidential information obtained from you other than in accordance with your instructions. It will not be regarded as a breach of confidence to forward information to any Patent Office, to our employees or to other professionals who we instruct on your behalf for the purpose of furthering your interests.

Our Liability
When you become a client of Boult Wade Tennant, it is on the understanding that we are confident that we are able to provide sound advice. We expect that you, as our direct client, will rely on this advice. However, we do not accept responsibility for any consequences arising from a third party relying on the advice.

In the unlikely event that something should go wrong, we protect you through professional indemnity insurance cover. In cases where we instruct other professionals, the responsibility for any liability arising from their advice will rest with them.

To the extent permitted by law, our liability for all claims directly or indirectly connected with any matter, whether in negligence or otherwise to you, is limited to £5,000,000. Furthermore, to the extent permitted by law, if we are liable to pay damages to you and if you or any other person (including other advisors to you) have contributed to the loss you have suffered, the damages payable by us will be reduced proportionately.

Our Fees
Our fees usually comprise standard charges for administrative and/or procedural aspects of our work and time charges for other professional services provided. Our fees and hourly rates are subject to review, usually annually, and are available on request.

External costs, such as official fees payable to Patent Offices, overseas attorney costs and fees of other professionals may also be incurred. To cover our costs and risks in settling these fees on your behalf and our expenses including bank charges and exchange rate fluctuations, we reserve the right to apply a mark up when invoicing you for disbursements made on your behalf. Clients are responsible for all disbursements resulting from Boult Wade Tennant carrying out their instructions including these and other costs. Whilst we try to advise clients before incurring significant disbursements on their behalf, this may not always be possible.

If requested, we are happy to provide estimates of our charges in advance. Our estimates are given in good faith based on our knowledge at the time. However, it is often difficult to provide  accurate estimates as they may be affected by matters outside our control. We will endeavour to alert you if it appears that costs are likely substantially to overrun any estimate we have provided.

All fees and costs referred to in our engagement letter or in our estimates to you are exclusive of VAT. We will pass on to you any VAT applicable to our supply of services to you.

Value Added Tax
In determining whether our services to you are to be treated as VAT free, we will need to rely on representations made by you. If services that are treated as VAT free are later found to have been taxable, you agree to pay us the amount of VAT as well as any penalties or interest resulting from failure to pay VAT. Similarly, we will reimburse you if we mistakenly charge you
VAT and subsequently recover that VAT from the tax authorities.

Invoices
We will normally render invoices for each stage of a matter. However, where appropriate or by arrangement, we may bill you on ongoing matters at regular intervals, typically monthly.

Payment Terms
Our normal payment terms are 30 days from date of invoice. Provided you are able to meet this payment term, we will not normally require funds in advance for the matters we undertake for you. In cases involving heavy expenditure on our part, such as litigation or filing programmes involving substantial disbursements, we may ask for a remittance on account.

If there is likely to be any difficulty in your meeting our normal payment terms, we are happy to hold an amount of money against future invoices we render to you. Please let us know if you wish us to discuss this possibility further.

If payment is not received by us within our normal payment terms, we are entitled to charge you interest on late payments from the invoice date at a rate equivalent to the rate prevailing at the invoice date as prescribed by the Secretary of State pursuant to the Late Payment of Commercial Debts (Interest) Act 1988. We are also entitled to suspend the work we are doing for you after giving you appropriate notice.

In the event that we find it necessary to commence legal proceedings against you for recovery of debts owing to us, and our claim is successful, we further reserve the right to collect from you attorneys’ fees incurred by us in those proceedings.

Holding Your Money
On the rare occasion we receive money from you or for you other than by way of payment of fees or disbursements, this money will be held for you in trust in a client account separate from any business accounts.

Any interest earned on moneys held for you in the client account will belong to us.

Papers, Documents and Files
Each individual client matter normally has a separate file with its own reference number to ensure that all information, papers, documents and correspondence are allocated correctly.

In matters relating to the registration of patents, trade marks and designs, we will retain the files until the registration has been completed and, in other matters such as advisory or contentious matters, we will retain the files until the matter has been completed.

It is our policy to retain all files for a minimum period of six years after the date of our final invoice to you on the matter concerned. That is, six years from the registration of a patent, design or trade mark, or six years from the conclusion of any advisory or contentious matter.

In the interests of storage space, we reserve the right to destroy any file at any time thereafter. If you wish us to retain files for a longer period, you should advise us of this. We reserve the right to make a charge for the continued storage of those files.

In so far as our files contain copies of correspondence between you and us, of other papers that we may have sent to you, and of correspondence between ourselves and other professionals, together with our own internal file notes and paperwork, they are our own property.

However, should you wish to transfer any matters from us to another advisor, we are happy to make copies of all relevant parts of our files for you, on the understanding that you have agreed to pay for any unbilled work completed before the transfer and that you are up to date with payment of our other invoices.

Duration of Instructions and Termination
We expect to continue to act in any matter on which we have accepted instructions from you until the matter is completed. Either of us may terminate our engagement, either generally or in relation to a specific matter, by giving appropriate notice. We will not normally do so unless a conflict of interest arises or we consider that for any other good reason it would not be in your best interests for the firm to continue to represent you.

We also reserve the right to decline to act further if payment of our account is not made in accordance with our normal terms of business. In such an event, we will send you a schedule of the matters on which we have been acting for you and render a final invoice for fees and disbursements incurred up to termination and for any work we are required to do in relation to those matters after termination.

If our instructions are terminated by you, you will be liable for our fees and disbursements up to the date of termination and for any subsequent fees or disbursements reasonably incurred in respect of instructions received by you before termination. You will also be liable for any costs necessary in connection with the transfer of your matters to another advisor of your choice.

Problems or Complaints
We undertake to look into problems and complaints carefully and to do our best to explain the position to you.

Should you have a problem or complaint regarding our service, please direct this in the first instance to the contact partner responsible for your affairs. If you wish to speak to someone unconnected to your affairs, please contact Partner Martyn Draper. Martyn will investigate the matter and will notify you of any action taken.

If the problem cannot be resolved between us, you may have the right to take a complaint concerning the qualify of our service to the Legal Ombudsman at the Office for Legal Complaints (www.officeforlegalcomplaints.org.uk).

As a firm of UK registered patent and trademark attorneys, we are regulated under a Code of
Conduct by the Intellectual Property Regulation Board (IPReg).

Complaints of professional misconduct should be directed to IPReg (www.ipreg.org.uk).

Acceptance of terms
We may in due course convert to a limited liability partnership (LLP). You agree that your engagement will apply to, and your instructions may be performed by, either us or by any successor LLP, without the need for an express assignment or novation or a fresh letter of engagement. We will inform you in advance if we intend to convert to an LLP. As from the conversion date all existing rights and liabilities in relation to your instructions/engagement will be transferred to the LLP.

Your Views
We welcome your views and any suggestions you may have in relation to our range of services
or in the way in which those services are provided.