Terms of Business

These Terms of Business apply to all work that we, Lysaght & Co. Limited (“Lysaght”), carry out on your behalf (“the Client”). Your new or continued instructions will constitute your acceptance of these terms.

Parties to these Terms

We are Lysaght, a limited liability company incorporated in Jersey, Channel Islands, under number 49063. Our registered address is Crown House, 18 Grenville Street, St Helier, Jersey JE2 4UF.

References in these terms to “we”, “us”, and “our” are references to Lysaght. References to “you” and “your” are references to the Client, represented by the person, firm or company from whom we receive instructions.

Our Obligations

Our qualified staff are regulated by the Intellectual Property Regulation Board (IPREG).

We are responsible for carrying out professional work with all reasonable skill and care.

Instructions

We expect you to provide us with timely, complete, accurate information and instructions throughout our business relationship. Should time critical instructions arrive within five working days of an official deadline, we reserve the right to apply an appropriate urgency fee to our professional fees. Where information is incomplete and/or inaccurate, and this causes us to suffer additional costs above our fee scale or any fee quoted to you, these costs shall be passed on to you. If this should happen, we will inform you in writing that additional costs have been incurred.

We depend on you to provide us with prompt and clear responses to requests we may make for information, documentation, or instructions to attend to the payment of fees. We will endeavour to advise you of any applicable deadlines, but we do not undertake to send reminders. If you miss a deadline or send insufficiently clear instructions for us to meet the deadline, we do not accept liability for any loss which may arise.

Unless you advise us in writing to the contrary, we shall be entitled to rely upon instructions and information provided by any of your employees, directors, officers or other persons who hold themselves out as having authority to provide us with such instructions or information on your behalf.

We work with a network of associates and representatives in multiple jurisdictions. We reserve the right to change associate or representative when circumstance dictates, and should this happen during work on your instruction, we shall notify you in writing should this impact our fee scales and/or a fee quote. We use our judgement in selecting appropriately qualified and experienced attorneys or representatives, but we shall have no responsibility for any actions, errors or omissions on their part. Please advise us in advance if you wish us to instruct a particular firm in any country.

Please notify us promptly of any personnel or address changes or any other changes which may be relevant to your instructions. We will correspond with the most recent address provided to us and shall not be responsible if such correspondence fails to reach you due to non-notification.

We will not be bound by any time-critical instructions or information unless we have confirmed receipt in writing and acknowledged that we could act within the time period concerned.

Where we have acknowledged your instructions and commenced work, should you notify us of a change or wish to abandon the instruction, this will result in a minimum professional fee charge of £100 to cover any preparatory works commenced on the matter to any costs incurred to date.

Where we provide you with a specific timeframe to respond with confirmation of details or instructions, failure to respond in that timeframe will mean we assume any information we have communicated to you is correct and that we are to proceed. You will be liable to a minimum professional fee charge of £100 and any costs incurred to date, including any costs and time charges to amend or update your instruction.

Upon request, you will provide us with information and documentation regarding your ownership, management, control and operations as we reasonably request.

Communication

We will accept written instructions by post, fax or e-mail.

E-mail is our preferred method of communication, and to ensure that instructions are dealt with promptly, all instructions and urgent matters should be sent to admin@lysaght.co.uk.

It is our practice to communicate wherever possible by e-mail. There are inherent risks involved with using e-mail, including security, confidentiality, data corruption and viruses. Lysaght deploys several measures to ensure e-mail communication is as robust and reliable as possible. Still, you agree that we will not be held liable for any error, loss or claim arising from the use of e-mail correspondence. If you have a preferred method of communication, please inform us in writing.

Data Protection

Lysaght is bound by data protection legislation and is committed to protecting and respecting your privacy. Our Privacy Notice can be found here at www.lysaght.co.uk/privacy, and it sets out the basis on which any personal data we may collect from you or that you provide will be processed by us.

Conflicts of Interest

Due to the specialist nature of our services, and the limited choice of representatives in some of the jurisdictions in which we operate, we may be acting for two or more clients who are commercial competitors. In the case of active disputes between two clients, we will withdraw our involvement if required, and we will not knowingly act for or against a client in dispute with another client without the written approval of both parties.

Records

We maintain comprehensive records on our in-house database of actions undertaken on behalf of our clients. We operate a paperless office, and when files containing client instructions are completed, they are retained in electronic format. Any original documents are scanned and saved as part of the electronic file. All records about you and your instructions, whether in hard or soft copy, are retained for a time period that is compliant with Data Protection legislation.

Fees

We reserve the right to charge for all work, tasks and actions we perform on your behalf. These charges include (without limitation) telephone calls, reminders, meetings, maintaining databases of deadlines, populating your databases and reporting communications we may receive. Refer to the fee schedule below for our current charges, and ad-hoc or annual changes will be published here in a timely manner.

Our comprehensive charges are calculated on a "cost plus" basis, i.e. we pass on our disbursements (official fees and foreign associates’ charges, when applicable) and add on our professional fees, as shown in the fee schedule below. Where our disbursements are denominated in foreign currencies, we will apply an exchange rate which reflects our costs and risks in making payments in those foreign currencies.

Our professional fees take into consideration factors which vary from country to country, such as the complexity of documents to be checked or completed, ease of communication, length of time from filing to registration, the volume of applications filed, and the level of our disbursements - resulting in a range of fee charge-bands.

As we have limited influence over the official fees charged by foreign government bodies and by our overseas associates, it is almost impossible to maintain an annual fixed comprehensive tariff for all the countries in which we file. We, therefore, operate a "rolling" scale of fees for our charges which reflects our filing charges at any particular date but is subject to change without notice due to exchange rate fluctuations or other changes in our disbursements. The filing charges listed in the fee schedule below should therefore be used as a guide only, and if you require a firm price, we suggest you request confirmation of our charge before filing.

Should time-critical instructions arrive within five working days of the deadline, we reserve the right to apply an appropriate urgency fee to our professional fees.

For all new clients, we may require funds in advance related to the total expected costs in a particular matter. Where we make such a request, we do not usually carry out any instructed work until the requested payment has cleared our bank account, so time should be allowed for this before any deadlines.

If asked to do so, we shall try to give estimates of future charges in good faith based on our knowledge at the time. However, as charges may be affected by matters beyond our control and the amount of work involved often cannot be forecast accurately, such estimates will not be binding.

If, during the course of carrying out the work, it becomes apparent to us that the actual charges are likely to exceed our estimate significantly, we shall seek to obtain your permission before exceeding our estimate.

Terms and Conditions of Payment

• Invoices must be settled within 60 days from their date of issue. We reserve the right to charge interest on any account not settled within 60 days. Interest shall accrue daily from the date following the invoice due date at 2% above the Bank of England base rate. We also reserve the right to share your details with a debt collection agency if payment terms are not adhered to. You will be liable for all our costs and fees incurred in seeking to recover any debt.

• Our fees are charged in US Dollars (USD) or Great British Pounds (GBP). We will also accept payment in Euros at the exchange rate specified in our invoices. Failure to use the specified exchange rate may result in us accepting sterling payments only.

• We can accept GBP, USD and Euro payments by direct bank transfer. We are unable to accept credit card payments.

• You are responsible for all bank charges incurred in transferring payment to us. We reserve the right to debit a client for any bank charges not covered when making a payment.

• You are responsible for ensuring the full value of our invoice is paid to us. Therefore, any tax (including withholding tax) requirements relevant to your jurisdiction are your responsibility and liability.

• Discounts are given on the understanding that our credit terms will be strictly adhered to and may otherwise be withdrawn with immediate notice and without prior warning.

• We may require an advance of fees before starting work or at any stage during the prosecution of a case. If this advance is not forthcoming, or in the event of persistent failure to settle our account within the term specified, we reserve the right to decline new work and/or, if appropriate, to cease further action in respect of work in progress, including payment of fees or other disbursements due. We will not accept liability for any loss resulting from such non-commencement or discontinuation of work.

• For the avoidance of doubt, where you are instructing us on behalf of another party, you shall, irrespective of whether or not you have been paid yourself, remain liable for our fees (and any other sums due to us). In the event that you request us to render our invoices to another person for services performed on your instructions, you shall remain jointly and severally liable to that person for the payment of our invoices.

Confidentiality

We will treat as confidential all information provided by you concerning a specific matter and will not disclose such information to any third party without your prior written consent except as required to do so by law or by any person responsible for regulating our business or unless the information is already in the public domain. However, you agree that we may disclose all such information to any overseas associates. You also agree that we may disclose all such information to our insurers and professional advisers.

You agree that we may disclose information provided by you to patent offices, trade mark registries and the like to protect your intellectual property rights, and you acknowledge that this will normally result in the publication of such information.

If work is transferred from us to another representative acting on your behalf, and all payments due to us have been made, we will, at our discretion, either provide original or copy documents at your expense or agree to hand over relevant extracts from our files, subject to an undertaking from your new representative that we will be given access to those extracts should such access be required by us in connection with actual or contemplated legal proceedings.