TERMS OF BUSINESS

These Terms of Business apply to all instructions accepted by us unless otherwise agreed in writing.

Together with our Client Care Information, Complaints Procedure, any Engagement Letter, quotation and invoice (where applicable), these Terms form the agreement between you and us.

By instructing us to act on your behalf, or by making payment of our invoice, you confirm that you have read and accepted these Terms.

Where an Engagement Letter has been issued for a particular Matter, the Engagement Letter shall prevail to the extent of any inconsistency.

1.  Definitions

In these Terms:

Business Day means any day other than a Saturday, Sunday or public holiday in England.

Client, you and your mean the individual, company or organisation instructing us.

Engagement Letter means any matter-specific letter or agreement setting out the scope of our work, fees or other agreed terms.

Matter means the work or legal services for which we have been instructed.

Official Fees means fees payable to government departments, intellectual property offices, courts, tribunals or other public authorities.

Terms means these Terms of Business.

Writing includes email unless otherwise agreed.

We, our and us mean Corpinal IP Ltd.

2.  Our Services

We provide legal and advisory services relating to intellectual property, including:

• Trade Marks;
• Registered Designs;
• Copyright;
• Domain Name Disputes;

Brand Protection;

Intellectual Property Disputes; and  related legal and advisory services.

The scope of our work will be described in the Engagement Letter, quotation, email correspondence or other written communication relating to your Matter.

Unless expressly agreed otherwise, our responsibility is limited to the work specifically instructed.

3.  Instructions

We may accept instructions:

• directly from you;
• from a person whom we reasonably believe has authority to act on your behalf; or          from your appointed professional advisers.

Unless you notify us otherwise, we may rely upon instructions received by email, telephone or any other agreed method of communication.

You are responsible for ensuring that all information and documents supplied to us are complete, accurate and up to date.

4.  Your Responsibilities

To enable us to provide an efficient service, you agree to:

• provide accurate and complete information;
• provide relevant documents and evidence promptly;
• respond to requests for instructions within reasonable timescales;
• notify us promptly of any material developments affecting your Matter; and
• review documents prepared by us and promptly notify us of any inaccuracies.

Our advice is based upon the information available to us at the time it is given.

5.  Scope of Advice

Our advice relates solely to the Matter for which we have been instructed.

Unless expressly agreed otherwise in writing, we do not advise on:

• taxation;
• accounting;

financial planning;  investment;  foreign law; or  matters outside our professional expertise.

Where appropriate, we may recommend that you obtain advice from another suitably qualified professional.

6.  Fees and Expenses

Our fees may be charged:

• on a fixed-fee basis;
• on an hourly basis;
• in stages; or
• under another pricing arrangement agreed with you.

The applicable fee arrangement will be confirmed in the Engagement Letter, quotation, invoice or other written communication.

Unless expressly stated otherwise, our professional fees do not include:

• Official Fees;
• court or tribunal fees;
• government charges;
• search fees;
• barristers’ fees;
• overseas attorney fees;
• expert fees; or
• other third-party expenses.

VAT, where applicable, will be charged separately in accordance with the quotation and/or invoice.

7.  Payment

Invoices are payable in accordance with the payment terms stated on the invoice.

We may require:

• payment in advance;
• payment on account; or
• payment before incurring third-party expenses.

If payment is not received when due, we reserve the right to:

suspend work;

decline to take further action;  cease acting for you; or  require payment before continuing with your Matter.

Termination for non-payment does not affect your obligation to pay fees and expenses already incurred.

8.  Deadlines

Many intellectual property matters involve strict statutory or procedural deadlines.

Whilst we maintain systems for monitoring important dates, you should provide instructions as early as reasonably possible.

We cannot accept responsibility for missed deadlines resulting from:

• late instructions;
• incomplete information;
• delays outside our reasonable control; or
• failure to receive timely instructions from you.

9.  Third-Party Services

Where appropriate, we may recommend or instruct:

• barristers;
• overseas attorneys;
• specialist agents;
• expert witnesses; or
• other professional advisers.

Unless otherwise agreed, their fees and expenses are payable by you.

Where reasonably practicable, we will obtain your authority before incurring significant thirdparty costs.

10.  Confidentiality

We owe our clients a duty of confidentiality.

We will not disclose confidential information except where disclosure is:

authorised by you;  required by law;  required by a court or regulatory authority; or  reasonably necessary for the conduct of your Matter.

11.  Data Protection

We process personal information in accordance with applicable data protection legislation.

Further information about how we collect, use and protect personal information is available in our Privacy Notice.

12.  Electronic Communications

We normally communicate electronically.

Although we take reasonable steps to safeguard electronic communications, transmission over the internet cannot be guaranteed to be completely secure.

If you receive notification of a change to our bank account details, you should verify those details directly with us using independently verified contact details before making payment.

Neither party shall be responsible for delays or failures in communication caused by events beyond their reasonable control.

13.  Intellectual Property

Unless otherwise agreed in writing, copyright and all other intellectual property rights in documents prepared by us remain our property.

Upon payment of our fees, you are granted a non-exclusive, non-transferable licence to use those documents solely for the purpose for which they were prepared.

14.  Reliance on Advice

Our advice:

• is provided solely for your benefit;
• relates only to the Matter for which we have been instructed; and
• reflects the law and practice applicable at the date it is given.

Our advice must not be relied upon by any third party without our prior written consent.

15.  Identity Verification and Legal Compliance

Where required by law, regulation or our professional obligations, we may request information or documentation to verify your identity, the source of funds, source of wealth or any other information reasonably required to comply with our legal or regulatory obligations.

We may suspend work or decline to act until satisfactory information has been provided.

16.  Sanctions Compliance

We comply with all applicable sanctions legislation and other legal obligations.

If acting for you would cause us to breach any applicable law, court order or regulatory requirement, we may refuse instructions or cease acting without liability.

17.  Regulation

Legal services requiring the involvement of a Chartered Trade Mark Attorney are provided by, or under the supervision of, Nitin Agarwal, Chartered Trade Mark Attorney, who is regulated by the Intellectual Property Regulation Board (IPReg) and bound by the IPReg Code of Conduct.

Further information about IPReg is available at www.ipreg.org.uk

18.  Original Documents

Unless specifically agreed otherwise, we do not accept responsibility for holding original documents, deeds or other valuable papers for long-term safekeeping.

Original documents supplied to us may be returned once they are no longer required for your Matter.

19.  Termination of Instructions

Either you or we may terminate our instructions at any time by giving written notice.

Termination will not affect:

• payment of fees already incurred;
• payment of third-party expenses;
• obligations relating to confidentiality; or
• rights and obligations accrued before termination.

Following termination, we may retain copies of documents where required for legal, regulatory or professional purposes.

20.  File Retention

We will retain your file for such period as we reasonably consider appropriate to comply with our legal, regulatory and professional obligations.

Thereafter, your file may be securely destroyed without further notice unless otherwise agreed in writing.

21.  Complaints

If you are dissatisfied with any aspect of our service or our fees, please refer to our separate Complaints Procedure, which explains how complaints are handled and the options available to you.

22.  Limitation of Liability

We shall exercise reasonable skill and care in providing our services.

Nothing in these Terms excludes or limits our liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability which cannot lawfully be excluded or limited.

Subject to the above, our liability shall be limited to losses that are the reasonably foreseeable consequence of our breach of contract, negligence or other legal duty.

We shall not be liable for any indirect or consequential loss, loss of profits, loss of business, loss of opportunity or loss of goodwill, except where such liability cannot lawfully be excluded.

Nothing in these Terms affects your statutory rights.

23.  Governing Law

These Terms of Business and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising from these Terms or our engagement.

24.  Severability

If any provision of these Terms is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed severed from these Terms.

The remaining provisions shall continue in full force and effect.