Terms of Business – 21 September 2016

Azrights Solicitors is authorised and regulated by the Solicitors Regulation Authority under SRA number 399685.These are the Terms on which we carry out professional work. These Terms form the basis of our ongoing relationship with you. In the event of a conflict between them and any email or letter of engagement we send you, the terms of the engagement letter or email shall prevail.

These Terms apply until varied or replaced from time to time. No changes to the Terms shall be valid unless agreed in writing by Shireen Smith. We will provide you with a copy of our revised terms when you next make an enquiry for our services. Prior to that we will notify you of any changes to our Term by posting the revised Terms on our website. You are encouraged to check our website from time to time to ascertain whether the Terms have been revised. This will be clear from the date at the head of the Terms.

On-line instructions

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to online or telephone sales of goods and services to EU clients acting wholly or mainly outside your trade, business, craft or profession. If so, you may cancel any order placed with us within 14 days and obtain a full refund. However, this right will be waived if you ask us in writing to begin work on your matter, or deliver digital content immediately. Where you waive this right but decide to cancel within 14 days, you will be liable to pay us a reasonable amount for work undertaken prior to cancellation.

Online procedure

Your purchase is an offer which we acknowledge initially by email. Any invoice automatically generated in our eStore does not constitute acceptance of your offer. Acceptance is indicated by us sending you our welcome email.

Personnel assigned to your matter

All work will be carried out by Shireen Smith, consultant solicitors, associate solicitors, trainee solicitors, or paralegals assisting. The team will be introduced to you in our welcome email and will be working under the supervision of Shireen Smith, solicitor, with assistance on design and patent matters of Michael Harrison, a European and Chartered Patent and Trade Mark Attorney. More information about our people is available on the About Us page of the website. We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees.

Our liability to you

We will perform the engagement with reasonable skill and care and to the best of our ability. We acknowledge we will be liable to you for losses, damages, costs or expenses caused by our negligence or wilful default up to £3,000,000 for any single event or series of connected events worldwide. Our insurer is QBE Insurance (Europe) Limited policy number P83715.

While we will always work to the best of our ability, we can never guarantee outcomes. Discussions on likely outcomes are based on experience and professional judgment.  We will not be liable for any delay or failure to perform our services where such delays or failure result from circumstances beyond our reasonable control. The date for performance of our services will be postponed for as long as necessary, and if the circumstances continue for more than 60 days either party may cancel the affected services immediately by written notice.

We will endeavour to acknowledge receipt of communications within 24 hours by email. Where possible emails will be responded to in substance within 2-3 days. If this is not possible, an indication as to when a substantive response is likely to be sent to you will be provided at the earliest opportunity. Where we are sent communications by letter without an email address, such written correspondence is responded to within one to two weeks unless further investigation or an inability to contact others prevents this.

Professional obligations and confidentiality

As solicitors we are obliged to keep the affairs of our clients confidential. We are under a duty to avoid any actual or potential conflicts of interest. Our duties to our clients are second only to the law and our duty to the court. This obligation is subject to certain statutory exceptions relating to money laundering and terrorist financing. Where we know or suspect a transaction involves money laundering, we may be required to inform the authorities and will be prohibited from informing you of our disclosure.

Confidentiality and outsourcing of services

We reserve the right to use subcontractors or external agencies for services such as call answering, transcription, legal expertise, IT services, book keeping, photocopying, printing or more. We will take care when selecting these persons or agencies to ensure our duty to keep your information confidential is not compromised. You authorise us to disclose you are a client of the firm or that we have acted for you on a particular matter. You may revoke your authorisation at any time by informing us in writing.

We hold data electronically and endeavour to destroy hard copies within one month of an electronic copy being made. Please inform us immediately if you require hard copy documents. We reserve the right to make a reasonable charge for providing these. We record all telephone calls electronically for training and monitoring purposes. Your data is stored securely on servers located within the EU.

Affiliate Scheme

Our affiliate scheme allows approved third parties who introduce clients to us who buy our products or services to receive a fee of up to 10% of the legal fees we recover for the work in question, including any further work carried out for the client for up to two years thereafter. This fee excludes any element attributable to costs such as official fees. At the option of the introducer, we may alternatively, offer a one off fee of between £100-£300 for the introduction. Any and all fees offered for affiliate or partner introductions come out of our own legal fees, and are never passed on to you. Details of your matter are confidential, and will only disclosed to the introducer where you consent to such disclosure.

Verifying Identity

It is important that we verify our clients’ identities. Unless indicated otherwise, we shall assume the person (including an individual, firm or company) providing us with instructions and paying for our services is our client. Where we accept instructions from lawyers or agencies, they will be our client and shall be responsible for settlement of our invoices. Our decision to accept payment from a third party does not absolve our client of overall responsibility.

New clients and Joint Instructions

For all new clients our policy is to request payment of the agreed fees before carrying out any work. We also require directors of newly formed companies to accept personal responsibility for our fees, whether we ask for formal acknowledgement or not. Where we are instructed by joint clients, or by a director or partner of a company on a matter that requires the consent of the other directors or partners, we are entitled to only proceed with a given course of action once we are satisfied that it accords with the wishes of the other joint client, director or partner as the case may be. Any extra work involved to obtain verification of joint instructions will be charged to the client in full.

Estimates

We will generally agree a fee with you for a particular scope of work. Where it is not feasible to offer an agreed fee, such as in litigation, we will estimate the likely costs to reach particular stages before undertaking work.  We currently provide various services, including searches, training courses, copyright assignment, design logo registrations, contract drafting, IPOne Audits, and trade mark registrations on an agreed fee basis. Our fixed price services and estimates assume you will provide us with instructions in the form requested, and you will review documentation we send you to progress the work in a timely fashion.

Our agreed fee packages, such as our IPOne services, include between 20 minutes and two hours for a consultation, depending on whether the start up, early stage, or standard IPOne service has been purchased. There is no allowance for answering ad hoc email queries on the start up, up to five emails requiring a brief reply is allowed in the early stage version, and unlimited quick ad hoc queries are included in the IPOne Audit.

Scope of Agreed Fees

In our email or letter of engagement the agreed legal fees indicate what is and what is not included in each service. For all our services we rely on your timely and relevant responses to progress your work, so if we lack instructions and receive no responses to reminders we are under no obligation to continue reminding you. This may result in a revision to the scope of the services, and additional charges to continue the services at a future date.

In the event that you do not respond after repeated reminders we may close your file, set off our additional charges for sending numerous reminders by email, post or otherwise against payments received from you, and notify you accordingly. Other circumstances which may lead to further charges are where work outside the scope of a fixed fee package, or other agreed work is required, such as to explain the status of your work to a new point of contact, to provide more extensive explanations than our service generally allows for, consultancy to discuss trade mark examination reports, or to take subsequent action.

Design and Copyright Registrations

We offer UK, EU and international design registration services for logos and general designs. The fees depend on the number of designs applied for and the countries in which protection is desired. International design registrations may incur additional fees if an objection is filed or if documents need to be supplied, such as powers of attorney, translations or proof of ownership. This may require us to engage external lawyers based in those jurisdictions.

Trademark Registrations

We provide various trade mark registration service packages. The fees payable and scope of service are set out in our engagement emails providing price information. None of our trade mark registration services cover the work involved to deal with third party objections or oppositions as these are unforeseeable issues which may or may not arising during the course of your matter. Unless indicated otherwise our trade mark registration costs include the preparing and filing of applications and overseeing them through to registration, assuming no unexpected difficulties are encountered.

Our registration packages include drafting your trade mark application but do not include any searches, which may be purchased separately. Searches are recommended in order to ascertain whether any conflicting registrations exist. None of our trade mark packages cover the work involved to deal with threatened oppositions to your application. If any arise we will notify you and quote a fee for dealing with the work. Should you require any consultancy before deciding how to deal with the opposition we will charge for discussing the options and guiding you.

Our Special and Bronze packages require you to complete our online questionnaire. We will rely on your answers to prepare and file your application, and once your trade mark is granted, we will post your trade mark certificate. Any Registry queries, objections or oppositions will incur further charges of one hour of our time to report the issue, and provide a quote for the work involved. Our Silver service requires you to complete our online questionnaire. We then advise whether other classes should be included and make recommendations for the classes in which to draft the application. Once the classes are agreed we prepare and file your application. Registry queries or objections will not incur further charges unless a Registry hearing is convened or if further official fees are payable. Our Gold service negates the need to complete any forms. We review your website and any provided materials and advise on classes. We discuss your application with you in a meeting or by phone before filing. The fee includes any additional work such as attending a Registry hearing. Official fees payable for an appeal will incur additional charges.

Other fees, VAT, Official Registry/Government fees

Any work involving foreign currencies and bank charges is subject to an administrative fee to cover bank charges, currency fluctuations and expenses incurred.

VAT

All prices are exclusive of VAT, which is added to legal fees and certain disbursements. Clients based outside of the United Kingdom but within the EU may be required to provide their VAT number. Clients based outside the EU may not have to pay VAT.

Limits on Searches

Searches may be carried out by us, by government registries or by specialist search organisations. Some databases levy charges to download search results.  Our prices for trade mark searches allow for a limited number of result downloads: We will inform you of the number of results in each country so you decide which results you would like to pay to download.

The nature of searches means they cannot be guaranteed to be comprehensive or wholly accurate. They nevertheless serve as a good indicator of the likelihood of an opposition being filed and we strongly recommend buying them, and doing due diligence on any name you are using. While it is never possible to eliminate risk when it comes to trade marks, the more searches you have the more you reduce the risks of infringing on third parties’ trade marks.

Scope of trademark searches

Any free trade mark search tool we provide is not intended or represented as being comprehensive and should not be relied on as an alternative to buying a search. Our EU trade mark searches include a search of the EU trade mark register but not the individual registers of each EU Member State. They include an initial opinion on whether the name is capable of being registered. The type of trade mark searches we do are:

  1. Exact searches – the exact same name;
  2. Identical searches –a chosen name in combination with other elements;
  3. Similar names –an agreed number of variations of a chosen name or slogan, such as alternative spellings or plurals; and
  4. Logo searches – the figurative and stylised elements of a logo. These are less precise due to their inherent nature and the way they are classified by trade mark registries.

Patent searches

Our patent searches look for similar innovations to determine whether it is possible for you to apply for a patent. We will give an initial opinion on whether your innovation is patentable when we deliver the results. Some inventions may require additional searches or further discussion of your invention. This will incur additional charges which we will quote in advance of doing the work. Similarly, if you require freedom to operate searches our fixed price patent search does not include it, and we will provide a quote to conduct some freedom to operate searches although it is important to appreciate that it is never possible to eliminate risk entirely.

Refunds

We do not issue refunds unless we consider a credit note is appropriate. Intellectual property work often requires substantial time in the preliminary stages, such as to assess classifications or to do clearance searches. Similarly, we do not refund legal fees or filing fees if your application is rejected by the trade mark registry.

Products and use of Products

Our “products”, such as webinars, workshops, courses, eBooks, video tutorial systems, contract templates which are not tailored to your needs (“Products”) are made available for information purposes only and do not constitute legal advice, nor are they a substitute for legal advice. Any use of these Products is at your own risk and we expressly disclaim any and all liability arising out of their use or misuse.

All Products are provided on an ‘as is’ basis and we shall not be liable for any damage or losses of any kind whether direct or incidental as a result of the use or non-use of the Products. We recommend you check periodically to ensure you are using the most up to date edition of a Product.

Returns

If you are not satisfied with any Products please let us know why, and we will consider whether to offer a refund provided you contact us within a reasonable time of purchasing the Product.

Where you book to attend one of our events the fee you pay is non-refundable. However, if you give 14 days’ written notice that you are no longer able to attend the event, you may transfer your booking to an alternative date scheduled for the event for no extra charge, subject to availability.

Ownership of site

All intellectual property rights in the materials contained in our website belong to Azrights Solicitors or its licensors, and your use of our website and the information available through it is subject to these terms of use, as amended from time to time.

The material on our site may only be reproduced or reused for internal, non-commercial purposes. This means you may download, view, copy and print pages from our website, but only for your own personal use subject to your agreement not to:

  1. Republish material from our website.
  2. Sell, rent or sub-licence material from our website.
  3. Reproduce or otherwise exploit material from our website for a commercial purpose.
  4. Redistribute material unless that material is expressly made available for redistribution.
  5. Modify our website, which includes defacing or removing our copyright notice from printouts.

Virus checking

We cannot guarantee documents or files downloaded from our website will be free from viruses and do not accept any responsibility for damage or loss caused by any virus. For your own protection you must use virus checking software when using our website, and we ask that you virus check any document or file which you intend to post or provide to us via our website.

Litigation

If we conduct litigation on your behalf, we will charge for the work on an hourly rate basis. Where you succeed, you may be able to recover a proportion of your costs from the other party. Costs orders are at the discretion of the court and you should bear in mind that your opponent may not be ordered (or able) to pay all of your costs. Where we are representing you in court proceedings, you are responsible for payment of our fees irrespective of the amount of any costs that may be awarded by the court or recovered from the other party.

We will charge for our work in seeking to quantify any costs which the other side is ordered to pay. The cost of this work is often not recoverable from the other side. If you lose the case it is probable that you will be ordered to pay all or some of your opponent’s costs as well as your own. We will also charge for our work in seeking to minimise any costs that may be payable to the other party.

Your matter may require costs to be paid to third parties. We will always endeavour to advise you of these in advance. Third parties, such as counsel, may alter their fees and it may not always prove possible to alert you to any changes or further expenses in advance of incurring them on your behalf.

Invoicing

Prospective and existing clients have the choice whether to pay our fees by credit card or through PayPal, or to make a payment on account of costs. We also offer a facility to pay in instalments using Go Cardless to process the direct debit payments.

For ongoing matters, we reserve the right to render interim bills as we deem appropriate, and to defer work on your matter until payment is received. Whenever we are holding monies on account we are entitled to transfer the monies into our office account once we issue an invoice to you.

Invoices should be settled within 14 calendar days, otherwise interest will be charged at 4% over the prevailing Barclays base rate, in accordance with Article 5 of The Solicitors (Non- Contentious Business) Remuneration Order 2009.

Domain name registration

We may require you to execute a power of attorney and to accept our letter of engagement for domain registrations when undertaking this work for you.

Your Obligations

You agree to comply with our money laundering obligations. You accept that we will communicate with you electronically via email and the internet, and this includes communicating by electronic means records that we may otherwise be required under applicable law to provide to you in written paper form. If you are concerned that the internet is neither secure nor private you may inform us in writing of your concerns so that we may discuss alternative methods of communicating, and any associated costs involved.

You undertake to provide us with all information, assistance and materials that we may request from time to time to facilitate our proper and timely performance of our services, and you warrant that all such information provided to us will be complete and accurate to the best of your knowledge.

Change of address

You must inform us of any change of address, email address, telephone or fax numbers. You must also inform us of any change in ownership of your intellectual property rights. We do not accept any responsibility for any losses arising out of your failure to inform us of such changes.

Copyright in materials we produce

You acknowledge that documents which we generate for you are protected by copyright, which belongs to us. The fee you pay for our work gives you an implied licence to make use of the documents for the purposes for which they were provided and for all reasonably associated purposes.

Similarly, we own the copyright in our Products and give you a non-exclusive and non-transferrable licence to use the Products solely for personal use. You may not provide the Product or any part of it, for re-sale, re-publication or re-distribution or for free use by others unless specifically permitted. You may not translate, disassemble, decompile, reverse engineer, adapt, vary or modify the Product in any manner by any means. No licence is provided to adapt or resell any Products, or to permit others to do so

Overall limit on the scope of our services

You acknowledge we are intellectual property and general commercial lawyers qualified to provide advice on intellectual property and business law matters. For advice on other legal or non-legal matters, such as financial or tax, you should consult other professionals, such as tax lawyers or accountants, as appropriate.

Instructions of third parties or introductions to other professionals

It may become necessary for us to instruct third parties to act on your behalf. We may instruct the third party directly, ask you to sign a power of attorney to engage them directly or introduce you so you may enter into a direct agreement with the third party. In any event, we will not be liable for any acts or omissions of third parties. We endeavour to select competent and diligent third parties but are unable to guarantee any particular outcome.

Money laundering

We reserve the right to check your identity at any time to satisfy our obligations under the Money Laundering legislation, including through third parties such as credit reference agencies. We will not be able to receive any funds from, or pay any funds to you or on your behalf unless all necessary identification and other procedures have been completed. Individuals will need to produce a valid form of photographic ID, such as a passport or driving licence, together with a recent utility bill confirming their address. Company clients may need to provide this information in respect of their directors. We do not accept cash payments from or on behalf of clients in sums exceeding £1,000.

Complaints

Any complaint should be directed to Shireen Smith in the first instance, together with full details. We take complaints very seriously and will provide a copy of our complaints procedure to you on request. Where possible, we will attempt to resolve your complaint between ourselves. We will acknowledge a complaint within five working days and explain how it will be handled. We may invite you to a meeting so you may voice your concerns directly. If our initial review and response does not lead to a satisfactory resolution of the problem then we shall refer your complaint to Ruth Gladwin, an independent solicitor.

You have the right to raise your complaint with The Legal Ombudsman (LeO) once you have exhausted our internal complaints procedure. The LeO can be contacted at PO Box 6806, Wolverhampton, WV1 9WJ (phone 0300 5550333, www.legalombudsman.org.uk). The LeO will accept a complaint made within six years of the act or omission giving rise to the complaint, or within three years of you becoming aware of it. You must raise the complaint within six months of our final response under our internal complaints procedure.

If you are a client and we have contracted with you by electronic means you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/odr.

Termination of retainer

Our professional obligations mean we may not necessarily be able to act for you or may have to terminate your retainer. This may occur where a conflict of interest arises or is likely to arise, where we reasonably consider you have deliberately misrepresented facts, where you have failed to provide instructions or where you have failed to pay our fees. We will try to identify any issues in advance and discuss these with you wherever possible.

Where you have purchased a service from us, and fail to provide us with instructions in order to progress the work despite our communications requesting the same, then we shall be entitled to treat our obligations as discharged, and close your file without further notice. In such an event, you will not be due a refund of any fees paid, which we will retain as compensation for our work in maintaining your file, bringing team members up to date with your matter, and chasing you for information or instructions. Should you wish to reactivate the work later, then there will be an additional charge to do so.

General

This agreement shall be governed by English law and the English courts shall have exclusive jurisdiction to resolve any disputes arising under it. It is not intended that our terms of engagement with you shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Acceptance of terms of business

By engaging our services, you accept our Terms, even if you do not sign them. If you are acting on behalf of a company or partnership, you warrant that you are authorised to contract on behalf of that company or partnership. Furthermore, if you are acting on behalf of a newly formed limited company you agree to be personally responsible for our reasonable charges and costs in connection with instructions made on behalf of the company, and will confirm your personal liability to us in writing on request.