TERMS APPLYING
These terms shall apply to all work carried out and advice provided by Ablett & Stebbing ("A & S"), so far as they are not expressly varied by agreement in writing with a partner in A & S.  Each provision of these terms is to be construed as a separate provision applying and surviving even if any other provision is held to be inapplicable or unenforceable.  These terms shall apply to the holding company of any group of companies of the client and its subsidiaries and associated companies.

THE CLIENT
The client of A & S ("the Client") shall (subject to the following provisions) be the person, firm or company from whom A & S receives instructions.  The Client shall be liable for all costs, charges and expenses in respect of work carried out on advice provided by A & S. Instructions received from any person, firm or company ("the Agent") acting on behalf of another (including without limitation his employer or partner or, in the case of a solicitors, accountant or other agent, his client) are accepted on the basis that the Agent has all necessary authority to give the instructions.  If the Agent does not disclose that he is acting as agent and provide to A & S full details (including the name and address) of his principal, or if the Agent requires that all correspondence is with the Agent, the Client shall be the Agent, who shall be deemed to act as principal for all purposes in his dealing with A & S.  A & S will act for the Client either to carry out specific instructions or on a retained basis (to review and advise on the Client's intellectual property affairs on an on-going basis).  For on-going matters such as pending patent, trade mark or design applications or litigation, A & S will act on a retained basis unless otherwise expressly agreed with the Client.

ESTIMATE
A & S will seek to provide an estimate of the likely cost of work to be carried out.  This estimate will be for guidance only and may be increased or decreased.

PAYMENT TERMS
Payment of all invoices rendered by A & S is due on delivery of the invoice to the Client.  A & S may charge interest at the rate of 3% over the base rate from time to time of Barclays Bank Plc accruing on a daily basis from the date of delivery of the invoice to the Client.  A & S will not charge interest if the invoice is paid within 30 days of such date.   A & S may, in the course of carrying out the instructions of the Client, need to make payments to third parties on behalf of the Client.   A & S may require payment from the Client on account of such disbursements and/or the professional fees of A & S.  A & S may suspend and refrain from taking any action in relation to a Client's affairs without any liability to the Client (even in the case of the loss of any rights of the Client) if A & S has specified that it will not take any action unless payment on account is made and such payment has not been made in full, or any invoice of A & S rendered to the Client has not been paid in full within 30 days of its delivery to the Client.  Any such suspension of any work or cancellation by the Client of the instructions given to A & S shall be without prejudice to the rights of A & S to invoice and be paid for work undertaken and advice provided prior to the date of suspension or cancellation.

WARRANTIES AND AUTHORITY
The Client represents and warrants to A & S that to the best of his knowledge any instructions given by him will not cause A & S to infringe the laws or other regulations of any country and that all information provided to A & S will be complete and accurate.  The Client authorises A & S to complete and sign in the name of the Client such Patent Office, Court and other official forms and applications as are necessary or desirable to carry out the lawful instructions of the Client, and the Client will indemnify A & S in respect of all costs, claims, demands and expenses that may result from exercise of the authority given by this clause.

LIABILITY
Where instructions or advice are received or given orally by the Client in writing, A & S shall have no liability to the Client for any misunderstanding or misinterpretation whether on the part of A & S or the Client.  The client shall be responsible for and shall indemnify A & S in respect of any reasonable loss, cost, damage or expenses incurred by A & S as a result of or in connection with carrying out the instructions of the Client.

OFFICE HOURS 
A & S offices are open on weekdays (excluding public holidays) between the hours of 9am and 5pm. Mail, faxes and e-mail received outside of these hours (other than by prior arrangement) may not receive attention until the next working day.

OWNERSHIP OF FILES
The contents of all A & S files belong to A & S.  Files which are no longer current, including those containing details of or otherwise relating to the affairs of Clients which may still be in force but for which A & S no longer has responsibility, may, at the option of A & S, be retained by A & S or destroyed.  Specific arrangements may be made with the agreement of a partner in A & S for maintenance of files or records on a longer term basis.  Such arrangements may include a charge made by A & S for this service.  A & S retain the copyright and all other rights in all documentation prepared by A & S and provided to the Client.  The Client's use of such documentation is restricted to the purpose for which it was prepared.  Standard forms prepared by A & S for the Client may only be used by persons other than the Client with A & S's prior written consent.

GENERAL
These terms are considered by the parties to be reasonable in all the circumstances.  However, it is acknowledged that the terms may become invalid because of a change in circumstances and accordingly if any of the terms shall be found to be void or ineffective for whatever reason but would be deemed to be valid and effective if part of the wording were deleted these terms shall apply with such modifications as may be necessary to make them valid and effective.

JURISDICTION
The Client's relationship with A & S will be exclusively governed by and construed in accordance with the laws of England, whose courts will have exclusive jurisdiction in any dispute.