Ablett & Stebbing (A&S) is a specialist firm which acts on behalf of clients to provide services (the “Services”) relating to matters pertaining to patents, trade marks, industrial designs, domain names and copyright relating to these (hereinafter “Intellectual Property”). The Services will be provided by partners, employees and consultants of A&S. More details can be found at www.absteb.co.uk.

THE CLIENT

The client of A&S (“the Client”) will have liability for all Fees (as hereafter defined) in relation to the Services provided by A&S. In these Terms of Engagement, it is agreed that the Client:-

• shall be the individual(s), firm or company who provides instructions to A&S
• shall be the individual(s) in the event that the individual chooses to provide instructions to A&S on behalf of a firm or company whilst retaining ultimate title to the Intellectual Property
• shall be the individual(s), firm or company who provides instructions to A&S and who is acting on behalf of a third party. Unless otherwise agreed in writing, the individual(s), firm or company who provides instructions on behalf of the third party warrants that i) they are acting as an agent for the third party, ii) they have all necessary authority to give the instructions, and iii) they accept they are the Client for the purpose of these Terms of Engagement.

The Client warrants to A&S that to the best of their knowledge and belief any instructions given 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 shall be responsible for and shall indemnify A&S in respect of any reasonable loss, cost, damage or expenses incurred by them as a result of or in connection with carrying out the instructions of the Client. Where instructions or advice are received or given orally or in writing by the Client, A&S shall have no liability to the Client for any misunderstanding or misinterpretation whether on the part of A&S or the Client. We reserve the right to cease acting for you in the event that you fail to provide us with adequate instructions.

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 this authority given.

FEES

In providing the Services for the client, A&S will perform particular tasks associated therewith. The Fees charged by A&S for any particular task may include official fees, attorney fees related to the administrative costs and expenses associated with the task, disbursements to third parties, and professional time for carrying out the task. The schedule attached to these Terms of Engagement provide details of the Fees for the Services. Where appropriate, these Fees are subject to VAT which is payable in addition. The schedule is provided to the Client in strictest confidence and the Client agrees that they shall not disclose the schedule to any other party without the prior written consent of A&S. The fees shown in the schedule are subject to change without prior notification.

A&S can provide the Client with an estimate of the likely Fees in relation to a particular task. However, the timing of incurring official fees and disbursements, and the amounts thereof, which are associated with a particular task, are outside our control. Moreover, the degree of expedition or unsocial hours may result in an increase in the hourly rate for the professional time. Thus, estimates will be for guidance only and may be increased or decreased.

BILLING AND PAYMENT

A&S will render invoices to the Client either at regular intervals or at the completion of an appropriate task. Payment of all invoices rendered by A&S is due immediately 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. Interest will not be charged if the invoice is paid within 30 days of such date. Payments should be made by cheque or bank draft without cost to A&S. Our bank account details are available on request from our Accounts Department.

In order to act on instructions provided by the Client, A&S may notify and request the Client to make payment of unpaid invoices in accordance with these Terms of Engagement or to make payment to provide funds on account as provision for payments by A&S to third parties on behalf of the Client. In the case of any failure by the Client to make the requested payment, A&S reserve the right not to act on the instructions even in the case of a loss of any rights of the Client. A&S further reserves the right at any time to suspend or cease providing Services to the Client and to withdraw representation of the Client even in the case of a loss of any rights of the Client. Any such suspension or cessation of providing Services shall be without prejudice to the rights of A&S to invoice and be paid for tasks undertaken prior to the date of suspension or cessation.

NORMAL OFFICE HOURS

A&S has offices in London and Dundee, UK which are open on weekdays (excluding public holidays) between the hours of 09.00 and 17.00. Mail, faxes and e-mail received at our offices outside of these hours (other than by prior arrangement) may not receive attention until the next working day. In addition, A&S can not guarantee that mail, faxes and e-mail  sent by the Client will be correctly received at our offices. The Client should therefore request confirmation of receipt of their instructions to A&S.

LIMITATION OF LIABILITY

The Client agrees to limit to the amount of £1M the liability of A&S in respect of any matter in respect of which A&S are instructed. This sum will be the maximum limit of the liability of A&S to the Client for any loss or damage that the Client may suffer arising out of the Services provided. In the event that the Client wishes to receive a higher level of liability cover, A&S may be able to provide this, but reserve the right to charge an additional fee in this regard. A&S will discuss with the Client any additional fees for such higher cover before they are incurred.

MONEY LAUNDERING

In order to comply with anti money laundering legislation A&S must make certain investigations and request certain documentation from the Client. These investigations and documents have the purpose of establishing the identity of the Client and the legitimacy of their funds. Moreover, in the event that there is some suspicion regarding the funds, A&S must report to The National Crime Intelligence Service without notifying anyone that they have made such a report. If the investigations are not satisfactory or the documentation is not provided, A&S can not proceed with the Client’s instructions and may have to cease acting for them.

FILES

Documents relating to the Services A&S provide to the Client will be kept on files. A&S operate an electronic office in which, in so far as possible, all documents on a file will be stored in electronic form. A&S will keep the documents on the Client’s file strictly confidential and shall not disclose them or any part thereof to any individual, firm or company without the prior permission of the Client.

A&S do not warrant that they will indefinitely retain documents stored in electronic form for Intellectual Property which is no longer current or active or for Intellectual Property for which A&S no longer have responsibility. In such cases, the Client must retain their own copies of any important documents in a safe place for future reference.

Ownership of the documents stored in electronic form shall reside with A&S. In so far as documents have been retained in electronic form, A&S will provide a copy thereof if so requested by the Client, but reserve the right to make a charge for providing such copies. A&S retain the copyright and all other rights in documentation prepared by them and provided to the Client. The use of such documentation is restricted to the purpose for which it was prepared and may only be used by persons other than the Client with the prior written consent of A&S.

GENERAL

These Terms of Engagement are considered by A&S and the Client to be reasonable in all the circumstances. However, it is acknowledged that terms thereof may become invalid because of a change in circumstances. Accordingly if any term 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 or modified these terms shall apply with such modifications as may be necessary to make them valid and effective. The remainder of the Terms of Engagement and its application shall not be affected and shall remain in full force and effect.

GOVERNING LAW

These Terms of Engagement shall be governed by and construed in accordance with English Law and A&S and the Client agree that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning any matter arising therefrom.

 ©Ablett & Stebbing 2008