Terms of business

The following are the terms which apply to the business relationship between you the Client, and Appleyard Lees IP LLP trading as Appleyard Lees (the firm). If you would like us to clarify anything, please ask. Otherwise, we assume that you are happy with these terms.

Appleyard Lees IP LLP is a limited liability partnership registered in England and Wales with registered number OC402854, VAT number GB 184 6684 20 and its registered office address is at G Mill, Dean Clough Industrial Park, Halifax, West Yorkshire, HX3 5AH.

We use the word “partner” to refer to a member of the limited liability partnership or an employee or consultant of the limited liability partnership with equivalent status and qualifications. No reference in this document to a partner is to imply that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.

Working for you

As your professional advisors we have a duty to put your interests foremost and to respect the confidentiality of your information.

Who will do your work?

Your work will be done by, or under the supervision of, a fully qualified Chartered or European Patent Attorney (CPA or EPA) or Chartered or Trade Mark Attorney (CTMA or ETMA) or a solicitor, as appropriate. Supporting work such as formalities, renewals and file maintenance, including the monitoring of deadlines, may be carried out by our experienced administrative staff. Our partners and staff act on behalf of Appleyard Lees IP LLP. Your legal relationship is with Appleyard Lees IP LLP, not with any individual who carries out work for you on the firm’s behalf.

Our firm has direct rights of representation at the UK Intellectual Property Office, the European Patent Office and at the World Intellectual Property Office, the office which processes international applications. Otherwise, outside the UK we have to engage law firms in other jurisdictions to act on your behalf. These law firms will act on our instructions on the understanding that we will be liable to pay their fees and disbursements, which they incur on your behalf. In turn, you will be liable to pay the fees and disbursements which these law firms invoice to us. This is the extent of the relationship we have with these law firms. We are also only able to advise you on English law and on EU laws as they apply in England. In relation to the law outside the UK, we can advise you on the basis of advice we receive from foreign attorneys.

Our charges

We charge by the hour for the time we spend on technical and legal aspects of your work. For some formal matters, such as requesting an extension of time, we make fixed charges instead. Some work will include both hourly and fixed charges. Before we start work we will, on request, give you an indication of the likely foreseeable costs. This will include our charges and “disbursements” i.e. the costs we have to pay out on your behalf.

When we incur expenses on your behalf that are in foreign currencies (i.e. not in Sterling) or bill you in a foreign currency, we will include a margin from the spot rate at the time we bill you to cover conversion costs and currency fluctuations.  To cover our costs, including internal expenses, bank charges and exchange rate fluctuations, we apply a mark up of 15% when invoicing for such expenses. We retain any resulting profit element.

It is often difficult to predict exactly how much time a job may take. Our cost indication is therefore only approximate and is not a binding quote. However, we will always try to keep within our indication and in particular we will do our best to warn you in advance if it is likely to be exceeded, so that you have the opportunity to ask us to stop work.

There may also be occasions where you require our assistance with third-party services (e.g. Amazon) and we reserve our right to charge for any time incurred by us.

If you are unhappy or unclear about our charges, or have a budget you need to keep within, please discuss this with us before we start work, to avoid misunderstandings later.

Invoicing

We will usually invoice you after we have completed a piece of work for you. However, you may be asked for payment before the work is started or completed. Such payments are not “client money” and will not be held in our client account.

It is our policy to ask for payment in advance if substantial disbursements (such as official patent office fees or translation costs) are involved.  In such instances, we may issue a pro forma invoice and proceed when payment is received. We do not pay interest on funds held on account. If we have to work on a file for more than a month or so we may send you an “interim” invoice to keep things up to date, allowing you more easily to keep track of your costs. Our invoices are due for payment within 30 days of issue. We may charge interest on late payments, and in exceptional cases we may suspend work on your files. If you do not pay our bills on time, we may instruct our solicitors to collect payment. At this stage, we would apply the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 which would increase the amount of your liability/total amount due.

Please also note that, unless you agree some other arrangement with us, we will regard the person (or company) that instructs us as responsible for paying us.

We reserve the right to require payment on account and/or outstanding invoices to be cleared before undertaking work for you.

Instructing us

We can only work to your specific instructions. If we need your instructions by a certain deadline (for instance, a deadline set by a patent office), we will tell you about that and do our best to remind you as the deadline approaches. However, ultimately it is your responsibility, once we have requested your input, to ensure that we receive it in good time.

Keeping us informed

The quality of our advice depends very much on the information you give us – for instance about your technical work, your competitors and your business strategies generally.

It is also important to tell us, promptly, of any change in your contact details, or in the ownership of your rights and assets. It is usually advisable to record such changes at the relevant patent offices. In some cases it is crucial to do so. We need always to be able to contact you.

Your files

Whilst we are acting for you, and unless you say otherwise, we will keep our files relating to your work. We will hand these files over to you if you wish, although we may delay the file transfer if you owe us money. We reserve the right to charge you a reasonable fee for retrieving and sending your files or any documents. We may keep a copy of any part of the file contents. The confidentiality of all information you pass to us will be respected, even if you cease to be our client. However, we may disclose information from your file or about our relationship with you if required by law, by a Regulator or in other circumstances, such as by our professional indemnity insurers, our auditors or any other professional advisers appointed by us.  We destroy closed files after an appropriate period. An explanation of how we deal with your files is available in our File Retention Policy – please ask for a copy if you would  like further details.

Complaints

We hope that you will be happy with the work we do for you and with the way you are treated. If you are not, please let us know as soon as you are dissatisfied and we will do all we can to put matters right. In the first instance, we would prefer you to talk to the person handling your work. But if you are not happy to do that, or that has not resolved the issue, you agree that you will follow our Complaints Procedure. We will be happy to provide you with a copy of our Complaints Procedure on request.

We are regulated by a number of bodies:

• The Legal Ombudsman – www.legalombudsman.org.uk
• The Intellectual Property Regulation Board (IPREG) – www.ipreg.org.uk
• European Patent Institute (EPI) – www.patentepi. com

Our liability

Any claim in connection with work done by us will be the responsibility of the firm. No attorney or member accepts personal responsibility to you for any advice given to you or for any work that we carry out for you. By asking Appleyard Lees IP LLP to work for you, you agree that you will not bring any claim in respect of loss and/or damage suffered by you arising out of or in connection with that work against any individual member, partner or other attorney, employee or consultant of the firm and each such person shall have the right to enforce this provision.

This restriction will not operate to limit the liability of Appleyard Lees IP LLP for acts and/or omission of any individual member, partner, other lawyer, employee or consultant of Appleyard Lees IP LLP.

If we need to instruct other professionals (such as solicitors, barristers, overseas attorneys, searchers or draftsmen) in connection with the work we do for you, we will do so as your agent. We cannot accept liability for the actions of such professionals although we will always try to instruct people we believe to be trustworthy and to provide a high quality of service.

The liability of Appleyard Lees IP LLP in contract, tort, or under statute or otherwise for any losses, damage, costs or expenses suffered or incurred by you arising out of or in any way connected with our engagement however caused, including our negligence, is limited to £5 million unless in respect of death or personal injury caused by our negligence.

Our primary professional indemnity insurer is Pamia Limited of 90 Fenchurch Street, London EC3M 4ST which provides us with worldwide cover.

Data Protection

Capitalised terms in this section shall be interpreted in accordance with the Privacy and Electronic Communications Regulations 2003 (as amended by SI 2011 no. 6), the Data Protection Act 2018 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L119/1,4.5.2016 (the “EU GDPR”) as each is amended in accordance with the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended by SI 2020 no. 1586) and incorporated into UK law under the UK European Union (Withdrawal) Act 2018. Each shall be referred to as “PECR”, the “Act” and the “UK GDPR” accordingly (“UK DP Law”).

The terms “Controller”, “Data Subject” “Personal Data”, “Process”, and “Processing” shall have the meanings set out in the UK DP Law

We each agree that:

• we each shall act as a Controller when Processing Personal Data for all purposes in connection with delivering our professional services (the “Purpose”); and
• we each shall comply with, and be separately responsible for, our respective obligations under the UK DP Law.

We shall each use reasonable efforts to assist the other to comply with its obligations under the UK DP Law with respect to the collection, Processing and storage of Personal Data.  Neither of us shall by our acts or omissions cause the other to breach its obligations under the UK DP Law.

You will ensure there is no prohibition or restriction which would prevent or restrict you from disclosing or transferring any Personal Data to us, or prevent or restrict us from Processing the Personal Data provided to us for the Purpose. You will ensure that:

• all fair Processing notices have been given (and/or, as applicable, consents obtained that have not been withdrawn) and are sufficient in scope to enable Appleyard Lees IP LLP to Process the Personal Data as required in order to obtain the benefit of our respective rights and to fulfil our respective obligations under these Terms of Business in accordance with the UK DP Laws; and
• all Personal Data disclosed or transferred to, or accessed by, Appleyard Lees IP LLP is (i) adequate,
  relevant and not excessive; (ii) accurate, and, where necessary, kept up to date; and (iii) not retained for longer than is necessary, to enable us to Process the Personal Data as required to exercise our rights and discharge our obligations under these Terms of Business.

Appleyard Lees IP LLP may transfer Personal Data outside of the UK or EEA where necessary in connection with the Purpose and shall do so in compliance with the UK DP Law.