1. INTRODUCTION

1.1This client care statement ("Statement") outlines the terms and conditions upon which Swindell & Pearson Ltd provides professional services to its clients.

2. IDENTITY OF CLIENTS

2.1 Normally, our client will be the principal on whose behalf we are ultimately acting as agents or as address for service. In the case of a registered right or application, the principal will be the registered owner of the right or application. We will refer to this party as “owner”.

2.2 In many situations, our instructions are received from (or on behalf of) an instructor who is not the owner (as defined above). We will refer to this party as “instructor”. In those situations, our contractual relationship is with the instructor, as follows.

2.3 The instructor will remain primarily liable for settlement of our charges even if the instructor makes alternative arrangements, such as for our charges to be settled by a third party. Therefore, we retain the right to pursue the instructor for payment in the event that the third party fails to pay.

2.4 If the instructor is a professional representative acting on behalf of their own client, that professional representative is responsible for the settlement of our invoices, regardless of any payments received or not received by them from their own client. In those circumstances, it is the obligation of that professional representative to keep their own client informed.

2.5 If the instructor is an intermediary acting on behalf of the owner, the intermediary is our instructor and is responsible for the settlement of our invoices, regardless of any financial arrangements existing between the owner and the instructor. In those circumstances, it is the obligation of the instructor to keep the owner informed.

2.6 If we are instructed on behalf of multiple parties in a matter, we will require one party to act as our instructor and to be responsible for instructing us and for the settlement of our invoices unless an alternative arrangement is agreed in writing beforehand. In those circumstances, it is the obligation of the instructor to keep the other parties informed.

2.7 If there is any change to the instructor, or the instructor’s contact information (such as address, telephone number, email address), then you will inform us so that we can update our records.

2.8 Elsewhere in this Statement, the term “you” is used to refer to the instructor, if different from the owner, and to the owner, if not.

3. WHO WILL YOU SEE, WHEN AND WHERE

3.1 Our office opening hours are 9am to 5pm Monday to Friday. If you are unable to contact us within these hours, please speak to the Responsible Person and he/she will endeavour to see and speak to you at a convenient time.

3.2 In addition to the Responsible Person, there may be occasions when it is necessary for other people in the team concerned to assist with your case. These people will be part of an experienced team and you should not be concerned if this happens.

3.3 The Responsible Person will be identified to you. If he/she is not available, please ask for his/her secretary and they will arrange for the Responsible Person to contact you. Any important post or query which you may have whilst the Responsible Person is away for an extended period (e.g. on annual leave) will be addressed by another member of their team.

3.4 Meetings would normally be held at one of our offices. However, if it would be more convenient for a meeting to take place at your place of business, please contact the Responsible Person who will usually be able to arrange this and discuss any applicable costs.

3.5 If you or anyone connected with your case have any disability which might affect your visiting our offices, please contact the Responsible Person who will be happy to help.

4. COMMUNICATION BETWEEN YOU AND US

4.1 We may communicate with you by post or fax. We may communicate with you by e-mail either in response to electronic communication from you or after you have provided us with your e-mail address, either of which will be taken as your consent to us using e-mail to communicate with you. E-mails we send are encrypted (using TLS), however if you do not have encryption (TLS) enabled on your e-mail system, our e-mails will still be sent to the e-mail address you have provided, but without encryption. Given that e-mails sent over the internet 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 such communication. Due to the very nature of the internet, we cannot accept responsibility for non-receipt or late receipt by you of such communications, or for non-receipt or late receipt by us of such communications from you. Any such communication to us is not to be considered as received by us unless it is sent to the domain patents.co.uk and you have received an acknowledgement generated by a member of our staff (not a machine-generated acknowledgement).

4.2 We shall carry out virus checks in our IT systems, however we advise you to carry out your own virus checks on any communications from us (whether in the form of computer disk, 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 that may enter your system or data by these or any other means. Furthermore, whilst we observe reasonable precautions, we regret that we cannot guarantee the security of our computer systems or our premises and we cannot accept liability for any consequential loss arising from a breach of our computer systems (whether at our premises or in the cloud) or any other security incident including a breach of our security policy or unauthorised access in relation to our premises or computer systems.

4.3 Where we communicate with you by e-mail, we shall not be liable for any loss or damage arising from your failure to notify us of a reliably monitored contact email address. A failure to keep us informed of a reliably monitored contact email address by necessity releases us from any duty in contract or tort to keep you informed.

5. YOUR INSTRUCTIONS

5.1 You authorise us to provide such assistance and advice, and to carry out such professional services (the "Services") as we consider necessary to carry out your instructions.

5.2 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. It is helpful if you can nominate an individual within your organisation to act as a primary point of contact and keep us updated if this changes.

6. YOUR OBLIGATIONS

6.1 You warrant to us the following:

6.1.1 that instructions given by you or by persons on your behalf will not cause us to infringe the laws of any country.

6.1.2 that all information given to us by you is true and accurate in all respects and will be given in a timely manner.

6.1.3 that all personal data given to us has been given with consent and can be used by us for the purposes of carrying out your instruction or instructions. We will only use the information provided to complete your instruction or instructions.

7. INSTRUCTING THIRD PARTIES TO ACT ON YOUR BEHALF

7.1 In providing the Services we may need to instruct third parties (e.g. foreign attorneys) to act on your behalf. We may instruct such third parties directly on your behalf, or alternatively you may need to sign a power of attorney or similar appointment to engage such third parties.

7.2 Such third parties are not part of this firm. Whilst we shall endeavour to select third parties that we regard as being of good quality, we will not be liable for any default or negligence by such third parties.

7.3 There may be a delay between instructing third parties and receiving a bill for those services.

8. RENEWAL FEES

8.1 Swindell & Pearson Ltd offer a renewals service for providing timely payment of maintenance fees in relation to intellectual property rights. In the event that you choose not to use this service, Swindell & Pearson Ltd cannot accept any responsibility arising from your choice. In particular, if you choose not to use this service, Swindell & Pearson Ltd will consider this as your express instructions and an agreement that we are not required to monitor the payment of renewal fees or be otherwise responsible for any aspect of renewals. Accordingly, Swindell & Pearson Ltd will not accept any responsibility for monitoring deadlines, reminding you about or checking that renewal deadlines have been met, even if the Intellectual Property Office concerned will assume that we have responsibility for this, as the local attorney of record. This applies particularly to the European Patent Office. An information sheet is available, if requested. If you choose not to use our renewal service for your granted intellectual property rights, this will release us from any duty in contract or tort to pro-actively provide you with advice concerning your granted intellectual property rights and we shall not be liable for any loss or damage arising from us not providing you with advice concerning your granted intellectual property rights.

9. OUR CHARGES

9.1 All actions and attention provided by us are chargeable. These include telephone calls from and to you; reminders; reporting on communications which we may receive on your behalf as your agent without having made any request for them, including for example, letters from patent offices and threats of opposition from third parties.

9.2 We shall not charge unjustified fees. As certain factors often cannot be determined at the beginning of a case, it is often not practicable to fix the amount of our charges in advance. If requested, we will give estimates of future costs. These will be given in good faith on knowledge existing at the time but they are not binding, as costs may be affected by matters beyond our control, and the amount of work involved often cannot be accurately forecast.

• DIRECT BANKING: To ensure that your payment is processed correctly, please quote your client name and invoice number. Our bank details are as follows:
  
  Royal Bank of Scotland, 5 Church Street, Sheffield, S1 1HF, England.
  Sort Code (ABA): 16 18 18
  Account No: 11167600
  Account Name: Swindell & Pearson Ltd
  Swift Code: RBOSGB2L
  IBAN CODE: GB54RBOS16181811167600

• CREDIT/DEBIT CARDS: To pay by credit or debit card, please telephone our accounts department on 01332 367051 with your card details and invoice number. A nominal fee will be charged to cover our costs if a credit card payment is used.

• CHEQUE: Please write your name and invoice number on the reverse of your cheque made payable to Swindell & Pearson Ltd and send it to our Derby address – Swindell & Pearson Ltd, 48 Friar Gate, Derby, DE1 1GY. Payment is not deemed made until the cheque has cleared.

9.6 Once a patent, trade mark or design application is on file at the UK or a foreign patent office, we will assume that it is still of interest to you unless we are told otherwise. We encourage you to do this promptly. If official communications are received, or other developments occur, we may incur charges in considering and reporting these to you. On foreign cases, local attorneys are also likely to incur costs.

9.7 Payment of all invoices rendered by us shall be made by you within 30 days from the date on which the invoice is issued. Failure to pay invoices within 30 days may result in a charge of interest in accordance with the current Government provision.

9.8 We will make reasonable attempts to comply with any invoicing arrangements you may specify, such as the use of purchase order numbers. Our failure to do so will not be accepted as a reason for non-payment of our invoices, unless you have specified a requirement in writing and prior to issuing the instructions which gave rise to the invoiced charges.

9.9 Except in the case of a private individual, we may keep hold of all or some of your property until you have paid all the charges you owe us, even if the unpaid charges do not relate to that property.

9.10 Disbursements (i.e. any expenses that we incur on your behalf such as fees from foreign associates and draughtsmen) will be included on our invoices to you, and we may add a mark-up to cover our commitment to settling these payments on time.

9.11 Where we make or receive payments on your behalf in a currency other than pounds sterling, we may add a mark-up to our currency conversions to cover our banking costs, to protect against currency fluctuations etc.

9.12 VAT will be applied to our invoices at the current rate.

10. CONTESTING OUR CHARGES

10.1 Should you have any concern about our charges, please discuss this immediately in the first instance with the Responsible Person. If the problem is not resolved, the matter should be referred to the Responsible Person's head of team and ultimately the Complaint Reviewer.

11. CLIENT FUNDS

11.1 If we hold funds on your behalf, for any reason, no interest will be payable to you.

11.2 Where payment is requested ahead of any work completed, this money will be held separately from the firm’s money in a designated client account. Once this work has been completed and an invoice raised we will then transfer the funds from the client account to our office account.

12. CREDIT CONTROL

12.1 Whilst we are confident that you will not encounter problems in relation to payment of our invoices, our credit control procedures are outlined below for transparency. Our payment terms are 30 days. Our accounts department takes responsibility for recovering monies owed to us and charging interest in accordance with current Government provision. If we, or our solicitors, continue not to obtain payment for our invoices, we may initiate court proceedings to recover our charges.

12.2 Should you have a problem settling a bill you receive from us, please contact the Responsible Person immediately upon receipt. By resolving queries early on, you may avoid becoming responsible for any interest and additional costs incurred in our debt recovery process.

12.3 If invoices are not settled or payments to account are not made on time, we reserve the right to suspend further work. This may result in loss of rights, or failure to obtain such rights, for which we cannot accept responsibility. We also retain a lien upon any rights that we apply for, obtain or maintain on your behalf and for which you do not pay us in full.

13. LIMITED COMPANIES

13.1 We may require a director/controlling shareholder to sign a form of personal guarantee in respect of the charges and expenses of the company when accepting instructions to act on behalf of a limited company. We will be entitled to stop acting and to require immediate payment of our charges and expenses as set out earlier if such a request is refused.

14. CONFLICTS OF INTEREST

14.1 We aim not to act simultaneously for two [or more] clients whose interests in the matter on which we are advising conflict, or where a significant risk of conflict exists between the interests of those clients, unless all relevant clients consent to such an arrangement. 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.

14.2 In order to avoid conflicts of interest, it is useful if we can indicate to potential clients who request the information the corporate clients that we represent. This allows potential new clients to avoid using our services if we already represent a serious competitor. The identity of the clients that we represent may be publicly available through various public patent or trade mark registers, but it is convenient and efficient for us to provide the information directly to potential clients. You agree that we can identify you as a client on this basis and in response to such a request.

14.3 Sometimes, conflicts arise later because, for example, our clients acquire new companies or diversify into new areas of business. We reserve the right to decline to act further, at least in relation to an area of conflict, for one of the clients in question. Due to our 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.

14.4 Where there is conflict or a significant risk of there being a conflict between our own interests and acting for you, we will have to decline acting for you.

15. TERMINATION

15.1 You may terminate our Services at any time by writing to us. We may terminate our Services at any time by writing to you and giving you reasonable notice. In either case, if the Services are terminated we will require you to pay our charges and expenses up to and including the date of such termination.

15.2 When we terminate our Services we shall give you reasonable notice and use reasonable efforts in the circumstances to facilitate your making alternative arrangements. The termination of Services with us may automatically terminate Services with agents used in overseas countries. We will make reasonable efforts to reduce risk arising from the termination of our Services. This may, for example, include providing you with a schedule of your rights indicating matters that may require attention and providing you with contact details for agents used in overseas countries.

16. INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS

16.1 Before we send any warning on your behalf to a third party, we may ask you to indemnify us against the risks of us being sued for making an unjustified threat of infringement proceedings. The aim of this request 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 indemnity.

16.2 In some but not all countries it is possible to back-date damages for infringement of a patent to a date when the infringing party was first put on notice of the existence of the patent application. Please let us know should you wish formal notice to be served on a potential infringer.

17. FILES AND PAPERS

17.1 Files and papers produced in connection with your instructions are for our benefit and are and shall remain at all times our exclusive property. If work is transferred from us to another representative, our files will be retained by us, but access and/or copies from them will be provided subject to a charge for work and disbursements involved, and only if all other outstanding invoices have been settled.

17.2 We may retain files at our premises or at remote premises. We shall retain files and papers for such period as we consider appropriate. Thereafter we shall arrange for confidential destruction. We will store and destroy files without contacting or otherwise informing you in accordance with our File Retention and Destruction Policy. A copy of our current file retention and destruction policy is available upon request. We may change this policy without contacting or otherwise informing you. Please inform us, at the time of supply, if you require the return of any papers or other materials supplied to us otherwise they will be destroyed in accordance with the above policy.

17.3 If you provide us with a sample of your product for reference, we may dispose of this sample once we no longer need to refer to it. Please therefore inform us, at the time of supply, if you require the return of any samples.

17.4 It is not our policy to charge you for storing completed files. However, should files need to be recovered from storage, we may make a small charge.

18. LIABILITY

18.1 We accept that we cannot exclude our liability for:

18.1.1 death or for personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors; and for

18.1.2 fraud or fraudulent misrepresentation;

18.2 Subject to paragraph 18.1:

18.2.1 we shall under no circumstances whatever be liable to you for any indirect or consequential loss arising under or in connection with our provision of Services to you; and

18.2.2 our total liability to you in respect of all other losses arising under or in connection with our provision of Services to you, shall in no circumstances exceed £5,000,000.

18.3 Please note in particular:

18.3.1 we may obtain information from outside sources in the course of providing Services to you. We shall obtain such information from sources which we consider reliable, but we shall not be under any liability whatsoever in respect of any errors, inaccuracies, omissions or delays in the provision of or content of such information;

18.3.2 the Government offices with whom we deal often impose time limits. We cannot accept any liability if you do not provide us with clear and complete instructions soon enough for us to act within official time limits;

18.3.3 we shall not be liable for any loss or damage arising from your failure to notify us promptly of any change of contact details, personnel or address or of any change in ownership rights. Many such changes have to be officially registered and in some cases time limits and penalties apply.

18.4 All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law, except as set out in this Statement.

18.5 Notwithstanding the termination of our contract with you for whatever reason, the provisions of this paragraph 18 shall continue in full force and effect.

19. MONEY LAUNDERING

19.1 Anti money laundering procedures are now an integral part of everyday business life.

19.2 Our procedures include certain rules to establish satisfactory evidence of your identity and the validity of your instructions. For this reason you may be asked to provide documentation such as: a valid passport, a recent utility bill, a council tax bill or a bank statement. You may also be required to answer additional enquiries about the basis of any transaction which forms part of your case.

19.3 Where such evidence of identity and information is requested and not provided, we will terminate our Services and cease to act for you.

19.4 We will keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception. Legislation on money laundering and terrorist financing has placed us under a legal duty in certain circumstances to disclose information to the Serious and Organised Crime Agency by making a Suspicious Activity Report. If this happens, we may not be able to inform you that this has been done or of the reasons for it because the law prohibits our disclosing anything which might prejudice an investigation.

19.5 Recent case law concerning this legislation has decided that in certain circumstances your right to confidentiality overrides this obligation to report. This can cause us serious professional difficulties and we wish to make it clear that by continuing to instruct us in your case you are waiving your right to protection from disclosure in such an eventuality.

20. EQUALITY AND DIVERSITY

20.1 The promotion of equality and diversity in all our dealings with clients, third parties and employees is our commitment. Please make us aware of any reasonable adjustments we can make to assist with providing our service to you.

21. PRIVACY AND PERSONAL INFORMATION

21.1 We consider, with the utmost importance, the protection of your data, how we store it and how we use it. For full details on how we use personal information, who we share personal information with, the data protection rights available, and who to contact in the event of any queries, please refer to our privacy policy which can be found on our website: www.patents.co.uk. Alternatively, you may request a copy by e-mailing: [email protected], or by writing to: Data Protection Compliance Manager, 48 Friar Gate, Derby DE1 1GY.

21.2 By instructing us you are consenting to our use (including publication) of all relevant personal data (including that of any relevant third party such as your employees or sub-contractors) as appropriate in the course of our Services, including any transfers of such data outside of the European Economic Area. In particular, but without limitation:

21.2.1 you warrant that you have the requisite authority to permit us to use any such relevant personal data and hereby indemnify and undertake to keep us indemnified against any loss, expense, claim or damages that we may suffer or incur in connection with our use of such relevant personal data in the course of our Services;

21.2.2 you undertake to provide us with such express written consent(s) in respect of such relevant personal data as we may from time to time require in connection with our Services.

22. REGULATION

22.1 Our professional services are regulated by the Intellectual Property Regulation Board (IPReg). Details are available at www.ipreg.org.uk including the applicable code of conduct. The Registered Directors of Swindell & Pearson Ltd are UK registered patent and/or trade mark attorneys.

22.2 We value our good relationships with our clients. However, if difficulties arise, you should feel free to discuss your concerns with the Responsible Person dealing with your case. If after such discussions, you feel that the matter has not been adequately dealt with then you should ask for the Responsible Person’s head of team who will do his/her best to help. If he/she is unable to resolve the problem, to your satisfaction, you may lodge a formal complaint, which will be given a specific reference number in our system. The complaint will be referred to our Complaint Reviewer who can be contacted at: Swindell & Pearson Ltd, 48 Friar Gate, Derby, DE1 1GY, telephone 01332 367051. A copy of our complaints procedure is available on request.

22.3 At the conclusion of our complaint process, you have a right to pursue the complaint further, either to the Intellectual Property Regulation Board (IPReg) or to the Legal Ombudsman (the LO). IPReg will deal with complaints relating to misconduct. The LO will deal with complaints relating to poor service. Details of the IPReg complaints procedure are available at www.ipreg.co.uk. A complaint to IPReg must be made within twelve months of the matter occurring. Details of the LO complaints procedure are available at www.legalombudsman.org.uk. A complaint to the LO cannot be made until eight weeks after you complain to us, but must be within six months of our response, and not more than twelve months after the matter occurring.

23. MISCELLANEOUS

23.1 Any concession or latitude allowed by us to you at any time shall not affect our rights under these terms and conditions, nor release you from liability in respect of such terms.

23.2 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.

22.3 The Laws of England and Wales shall be the laws applicable to these terms and conditions and you agree that any dispute shall be subject to the exclusive jurisdiction of the English and Welsh courts.

24. CONCLUSION

24.1 This document and any form of engagement letter constitutes our terms and conditions of business and should provide all the information you require about our Services and how we operate. Should you require any further information or have any queries, please contact the Responsible Person.

24.2 As part of our mission to provide the best service possible to our clients, all work done and Services rendered by us on behalf of any person, firm or company (including those acting for a third party) who instructs us to act on its behalf shall be in accordance with these terms and conditions of business.

24.3 By giving instructions to us you confirm acceptance of these terms and conditions of business.