Terms and conditions of business

Harbour and Clark Ltd is a limited company, registered in England and Wales, with company registration number 16898667. Our registered office address is Suite 4, The Works, 6 West Street, Olney, Buckinghamshire MK46 5HR. In these Terms, the "Firm", "we", "our" and "us" means Harbour and Clark Ltd. "You" are our client, being the person, firm, body or company who instructs us.

The following are our standard terms of business designed to help us provide you with an efficient service and upon which we will carry out all professional work on your behalf. You may also be provided with a letter of engagement setting out additional terms specific to our relationship or a certain matter. In such a case, the letter of engagement and these terms and conditions combined will form the basis of our professional relationship. In the event of conflict between terms in either document, the letter of engagement will take precedence.

We will assume that you have accepted our terms and conditions unless you state otherwise within 14 calendar days of receiving the terms and conditions (or being directed to them on our website). The terms and conditions form the basis of our professional relationship and acceptance by you is given immediately by you sending us instructions, and/or further instructions, and/or allowing us to begin work on your matter(s) you agree that the work undertaken is governed by these terms.

No change to these terms and conditions will be valid unless agreed, in writing, by a company director (details of the current company directors can be found by consulting records at Companies House).

Our liability

At least one company director of the Firm is a member of the Chartered Institute of Trade Mark Attorneys (CITMA) and the Intellectual Property Regulatory Board (IPReg) and must comply with the professional codes of conduct issued by these bodies. We will provide our services to you with care and competence and we acknowledge that the Firm will be liable for your losses, damages, costs and/or expenses incurred if as a result of professional negligence or wilful default, up to the agreed value of the loss incurred, subject to the maximum amount payable within the Firms' professional indemnity insurance. Details of our insurance provision can be provided on request.

We will not be in breach of our contract with you if we are obliged to modify or discontinue the provision of services to you, for example required by law. This may arise in a number of circumstances, and includes, without limitation, where our providing, or continuing to provide, our services would conflict with sanctions imposed by the UK government such as, but not limited to, those sanctions imposed on Russian individuals and interests in light of the Russian conflict with Ukraine.

If you ask us to review legal documents that are governed by the law(s) of a country other than England and Wales our advice will only be based on how the documents would be interpreted under English law. If you require specific overseas legal advice, you must advise us of this in advance and with sufficient notice relevant to the project or matter we are advising on. In such cases we will either seek additional advice from a relevant practitioner in our network, or will provide you with details of a suggested service provider for you to seek advice directly.

Limits to our liability

From time to time we may recommend a course of action in relation to your IP rights which may impact on other areas of your business. It is important that you consider our advice in the wider context of your business operations as a whole. Further, we may recommend a third party service or provider; such recommendations are made in good faith based on our knowledge of the provider and/or your requirements on a particular matter. We do not accept any liability for any of the following:

• • • Any tax or other financial obligations or impact that may arise from our advice in relation to your IP rights.
    • advice given by us based on information or material provided by you or by any third party which, whether knowingly or not, was incomplete, incorrect or misleading.
    • advice given by any other professionals (such as, but not limited to, accountants, business advisers or foreign lawyers), including where we have recommended them or instructed them on your behalf.
    • reports, such as third party commercial trade mark search reports, given to us by third parties or third party software platforms which are inaccurate or incomplete. Including databases provided and maintained by Intellectual Property Offices around the world.
    • advice given by us in relation to documents that are governed by the laws of another country outside of England and Wales..
    • any loss arising from actions that you take or refrain from taking in relation to commercial or legal risks on which we have expressed an opinion.
    • any decisions made by you based on opinions given by us of a commercial or legal nature.
    • any changes to your commercial situation or changes to the law or interpretation of the law after our advice has been provided, unless we should reasonably have known about such changes at the time the advice was provided.
    • any failure or delay in providing our services which is caused by us having to comply with legal or regulatory requirements.
    • any loss or damage incurred by any person other than you who relies upon, or acts or fails to act upon, any advice given by us to you.
    • any loss or damage outside our reasonable control.
    • based on our advice, any direct or indirect losses of anticipated savings, contracts, goodwill, opportunities, profits, revenues or any indirect or consequential loss or damage.

Our client

It is essential that we are able to identify who is formally our client. We shall be entitled to assume, unless we agree otherwise in writing, that the person (including an individual, firm or company) providing us with the initial instructions in relation to a matter is our client (e.g. if we accept instructions from lawyers, attorneys or agents (whether in the UK or abroad) they, and not the persons for whom they act, will be our client and responsible for settlement of all our invoices and for reimbursement of all our costs and expenses incurred in carrying out their instructions). Invoices can be sent to and settlement accepted from another entity upon request however responsibility for payment of those invoices remains with our client.

In order to comply with the Money Laundering Regulations 2007 it is necessary for us to obtain and keep on file identification documents relating to the client. You will be asked to provide this information as a new client, and possibly again at other times during the course of our professional relationship.

By instructing us, you agree that we are bound by the legislation around money laundering and that you will make no claim against us and will not hold us responsible for any loss or damage which results from our compliance with those regulations or any actions resulting from them.

Your responsibility to us

Where you provide instructions via email it is your responsibility to ensure that these instructions have been received. We will endeavour to acknowledge safe receipt of instructions on a timely basis, however if you have not received any response from us within three working days, we recommend that you follow up to confirm receipt.

You must ensure that, where we indicate a deadline for the receipt of your instructions to take any action for you, we receive your instructions (together with the requested information or documentation, where applicable), by that deadline.

If you have given us responsibility for managing a portfolio of trade marks, designs or other registered rights, you must notify us promptly in writing of any changes to your contact details or to the name or address of the entity owning any of those registered rights; including where this change occurs as the result of a transfer of those registered rights.

If you no longer wish us to provide any services, whether in general or in relation to a given matter you must notify us as soon as possible. Until we receive such notification, we may undertake (and charge for) all actions as we consider reasonably necessary to provide our services, including a) such steps as necessary to maintain any registered intellectual property rights or pending applications for those rights; and b) reporting actions or other communications received from intellectual property offices or other persons in relation to any registered intellectual property rights or pending applications for those rights. In the case of you notifying us that you no longer wish us to provide our services, we will be entitled to charge for any work required under these obligations within the three working weeks following receipt of your instructions. We will also require you to promptly confirm the contact details of any alternative service provider that may be taking responsibility for providing these services to you. You will also be expected to settle, in full, any outstanding invoices (including any charges yet to be billed) before transfer of responsibility can occur.

If you are an intermediary, for example a commercial advisor, other professional (including overseas lawyer) to whom we are providing services for the ultimate benefit of your client, you must indemnify us against any loss or damage (including any awards of damages or legal costs against us, our own legal costs and expenses and any indirect loss or damage) arising from any claim made against us by your client as a result of a) your failure to accurately communicate to your client any part of our advice and/or b) your provision of any incorrect data to us.

Money on account

From time to time, and in most cases for new clients of the Firm, we may ask that adequate funds are placed on account in advance of carrying out any new work. Monies held on account will be held within our bank account and will be used to settle our invoices, and/or pay official fees or disbursements as required.

Estimates and costs to you

Where fee estimates or quotes are provided, these will be based on the information provided to us and will be valid for 30 days from the date they were given.

We will charge for our work on a basis agreed in advance. In some cases this will be a fixed rate, in others it will be on a time-basis. We will endeavour to give you a cost estimate before undertaking any new work, or new stage of work; your continued instructions on that matter will be taken to be your agreement to the cost estimate provided. Estimates are given in good faith and are not binding unless agreed by us prior to undertaking the work.

In addition to charges incurred for our work, disbursements may also be incurred. Disbursements can include, official government fees, courier charges, photocopying, travel and fees of third party suppliers we may use from time to time. Disbursements will be charged to you, plus VAT if applicable, and are subject to the same payment terms as all of our invoices. We may request money on account to cover anticipated disbursements prior to incurring these charges.

In respect of disbursements incurred in a currency other than GBP, a margin of 10% will be applied to the relevant disbursement value to cover exchange rate fluctuations and/or bank charges.

Invoices

We will invoice you on a regular basis as determined by the work we are doing for you. If you require invoices at a particular time, for example to help with managing your internal budgets and financial reporting requirements please let us know in advance.

Invoices will be sent by email to the email address provided by you. If this email address changes, you must let us know as soon as possible If no email address is provided specific to your invoicing requirements, we will send invoices to the same contact email address as the instructions have been received from. Our invoices may identify the matter being charged and the work undertaken. If any matter is confidential within your organisation and you require the invoice to be adapted, or alternative arrangements to be made for the delivery of the invoice(s), please provide this information to us as soon as possible.

If you need us to include a purchase order number or other reference on our invoices, you must inform us before we issue the invoice; otherwise the invoice will be valid and will need to be paid on time.

If you require us to use a specific accounting software system, or other delivery method for invoices other than by email, you must advise us of this at the time of onboarding you as a client or at the time of your organisation's implementation of this system, if later. We reserve the right to levy an accounts handling fee of no less than £20 +VAT per invoice for invoices that need to be processed in a way outside of our usual invoicing practices as outlined above.

Our payment terms are 30 days from the date of sending the invoice to you. We reserve the right to charge interest on any unpaid invoices older than 30 days, such interest being charged on the overdue sum from the due date until the date of payment at an annual rate equal to the Bank of England bank rate in force during that period plus 4%. In addition, we may cease work, and/or retain files and papers pertaining to your matter, pending full settlement of outstanding invoices. In particular, original trade mark registration certificates will be retained until settlement of outstanding invoices is received.

Defaulting payments which are in dispute in good faith are not included in the above payment terms and interest payments. However we request that any good faith dispute or query with the invoice amount is raised within 14 calendar days of the date of sending the invoice to you.

Third party suppliers

In the course of our work it may be necessary for us to engage third party suppliers, for example, professional investigators, search data companies or overseas lawyers. We will select suppliers based on our experience and in good faith, however we cannot be held responsible for the quality of the work provided by third parties, nor any losses incurred as a result of liabilities, costs or expenses arising as a result of any default or negligence on the part of any third parties.

Confidentiality

We have a professional duty of confidentiality to you in respect of the matters we handle for you. We may be required to disclose details of our work with you if legislation or regulations require, or if the information is in the public domain. We can also disclose information about our work with you if you provide a written request and consent to this effect. If the matter(s) we work for you on are in the public domain, you agree that we can use your company name, and/or logo, on our website and promotional material.

Privilege

In general, communications between a registered UK trade mark attorney and his/her client are privileged under legislation (specifically section 87 of the Trade Marks Act 1994). In the rare event that the courts rule that correspondence between us is not privileged, we accept no liability for any loss or damage caused to you or any third party arising from the loss or absence of privilege.

Copyright

Copyright in original documents, correspondence and any other work generated for you is owned and retained by Harbour and Clark Ltd. You are granted an implied licence to use the materials, for the intended purpose, in exchange for payment of our fees.

Complaints procedure

In the event of any complaints or issues, please raise these with your direct contact in the first instance. Our complaints resolution procedure is available at all times on request and details will be provided if issues cannot be resolved directly between you and your direct contact.

Conflicts of Interest

During the course of our professional relationship, an actual or potential conflict may arise between your interests and those of another of our clients. If this occurs we will discuss the position with you and agree an acceptable course of action. It may be necessary for us to decline to act further on your behalf, at least in the area of actual or potential conflict. In this case we will assist you, where possible, to find alternative representation for that matter if you desire. Please note that due to confidentiality issues we may not be able to identify to you the other client or the subject matter involved in the actual or potential conflict.

To help us to identify possible conflicts of interests, please advise us of any firms or companies you feel that we would not be able to act for without a conflict arising.

If we become aware of a conflict of interest between your interests and the interests of the firm, or one of its directors, managers or employees, we will not be able to act for you, or continue acting for you. Similarly, if we become aware of a conflict of interest between the interests of the firm, or one of its directors, managers or employees, and those of a former client, we will not be able to act.

Email communication and the internet

We will normally communicate with you by email. If you would prefer to communicate by post, please let us know, additional charges may apply for exclusive reliance on postal correspondence. The internet and email correspondence is not secure and may therefore jeopardise confidentiality. We accept no liability for non-receipt or late receipt of email correspondence, or for any corruption of the information or disclosure of the content in the event that the correspondence is intercepted.

Although we will carry out virus checks on our systems, we would suggest that you do the same. We cannot accept responsibility for viruses that may be transmitted via email communication.

Ownership of Files

Our files remain our property at all times. We will provide you with electronic copies of our files for your information upon request. Original files and papers will not be released unless and until your account with us is settled in full. This includes where you have elected to transfer your work to another professional adviser.

If you send us papers, samples or other materials, please tell us at the same time if you require them to be returned. In some cases, for example evidence gathering, original papers may be required to be submitted to the UK Intellectual Property Office or overseas equivalent. In this case, original documents are not returned.

We will keep our files for seven years following the last correspondence on the matter (not including correspondence relating exclusively to settlement of our invoices). After such time, we may destroy these files without notice to you. If you wish to make alternative arrangements, please let us know. Charges may apply where you request that we retain files longer than seven years.

Data Protection

We are required to comply with the Data Protection Act 1998 wherever we obtain or use any personal data (as defined in the 1998 Act) from clients (including names, addresses and any personal details). By instructing us to act on your behalf you are consenting to our use of this data as necessary and appropriate for the provision of our professional services.

From time to time we may use your personal information to send you emails relating to IP updates, the services we offer, details of events we are holding and the like. If you would prefer not to receive this correspondence, please let us know.

Governing Law and Jurisdiction

English law shall apply to the construction and interpretation of our contract with you and the English courts shall have exclusive jurisdiction to resolve any disputes arising under it.