- INTRODUCTION & DEFINITIONS
1.1 In these Terms “we“, “us” or “our” refers to Fast Lane IP Limited trading as Imperacom (IMPERACOM) which is a limited company incorporated in England and Wales with registered number 09360815. Our registered office is 2 Throgmorton Avenue, London EC2N 2DG.
1.2 In these Terms, the following words have defined meanings:
1.2.1 “you” and “your” refer to you, as our client;
1.2.2 “Agreement” means the Terms together with a relevant engagement letter from us;
1.2.3 “documents” means both paper and electronic documents;
1.2.4 “person” means any individual and any corporate or unincorporated body (whether or not having separate legal personality); and
1.2.5 “Terms” means these terms and conditions of business.
2.1 All the work that we do for you shall be subject to these Terms. These Terms should be read alongside any specific letter of engagement, and together they form our Agreement with you. In the event of inconsistency between an engagement letter and these Terms, these Terms shall prevail.
2.2 We may change these Terms from time to time but, if we do so, we shall notify you in advance of the changes we propose to make. Your continuing instructions will amount to your acceptance of these Terms, as amended.
3.1 We rely on clients providing timely, accurate and complete information and instructions. This includes keeping us fully informed about any material information available to you from any other person you may have instructed directly to work on the matter. We shall not be liable for any loss incurred as a result of non-receipt or late receipt of instructions, or for inaccurate and incomplete instructions.
3.2 All instructions should be sent in writing, or, if given orally, confirmed in writing to avoid possible misunderstandings.
3.3 Unless agreed otherwise, we shall assume that any person within your organisation may instruct us on your behalf, unless it seems obvious that they do not have the appropriate authority.
3.4 Unless agreed otherwise, we shall assume that the legal entity (person, firm, company and so on) providing us with the initial instructions in relation to a matter is our client and our liability shall be solely to that client.
3.5 Patent and trade mark offices and registries often impose time limits and failure to meet these deadlines can be fatal to the rights concerned. We accept no liability if you do not provide instructions that are clear, complete and sufficiently early to allow us to act within official time limits and we shall not be under any obligation to take any steps to preserve or to protect your rights further.
3.6 In the event that you miss a deadline or do not provide sufficiently clear, timely or complete instructions and we, at our sole discretion, take any steps to preserve or to protect your rights further, you shall indemnify us for all fees, costs of work done, overheads and disbursements incurred, each of which may include an additional fee to reflect the urgency and disruption.
3.7 Important intellectual property rights can be lost if the required renewal fees are not paid. You may choose to pay any such fees yourself or you may select a commercial renewal organisation to do so for you.
3.8 We shall endeavour to inform you of time limits to be met and of actions or instructions that are required, but we do not undertake to send further reminders, incur costs on your behalf, or take any other action in the absence of instructions to do so. In this situation, your rights may be lost irrevocably.
- Involvement of other persons on your matter
4.1 Sometimes, we may need to instruct other persons on your matter in order to provide additional advice on your intellectual property rights, e.g. foreign lawyers, attorneys, translators or representatives. Such third parties are not part of IMPERACOM. You may inform us which third parties or organisations you wish us to instruct to act on your behalf. In the absence of such instruction we shall endeavour to select third parties we regard as being of good quality.
4.2 You agree that we may involve other persons on your matter in order to provide a prompt and cost-effective service in relation to administrative work associated with your matter, e.g. photocopying, scanning and typing (“administrative outsourcing”).
4.3 We remain fully responsible for administrative outsourcing but, save for that, we do not accept any responsibility for the work undertaken by any other person.
- PROFESSIONAL FEES
5.1 Our charges and expenses:
5.1.1 Our charges are based primarily on the time we spend dealing with your matter, although other factors such as urgency, complexity and size of the matter may also be taken into account. Sometimes we may be willing to agree to charge on a basis other than an hourly rate plus expenses. We review our hourly charge out rates periodically and we reserve the right to amend these from time to time. We shall notify you of any increased rates and the date from which they will become effective.
Our Hourly Charge-out Rates are as follows:
- Senior Consultant – £300
- Consultant £200
- IT Engineer / Brand Protection Manager – £150
- IT Technician / Brand Protection Coordinator £100
5.1.2 We may also charge you expenses that we may incur on your behalf, including for, but not limited to, trade mark filing fees, counsel fees, photocopying costs, other experts or agents (including foreign attorneys and translators), courier charges and travel.
5.1.3 Our charges are exclusive of VAT or other relevant taxes which will be payable where applicable.
5.2 Our billing arrangements:
5.2.1 We shall normally render bills at milestone events in the work or monthly for ongoing instructions. These bills are payable within 30 days and should be paid by bank transfer to the bank account of the same currency in which your invoices have been issued:
Sort code: 20-79-06
Account No.: 73274942
BIC: BARCGB22 quoting the bill number
5.2.2 If payment is not made in due time we reserve the right to cease working for you until the account is settled, which could result in your intellectual property rights being irrevocably lost, or not obtained. We reserve the right to charge interest on amounts that are overdue. Interest will be calculated at the annual rate of 5% per annum above the base rate of Lloyds Bank from time to time.
5.2.3 We may ask you to make payment(s) on account of costs at the commencement of and during the lifetime of the matter. Such payments held on account will be applied against the bills.
5.2.4 Where we act for more than one client in relation to a matter, each client will be jointly and severally liable for our charges, unless we have agreed in writing that different arrangements are to apply. Sometimes you may have reached agreement with a third party that the third party will be paying our charges and expenses on your behalf. In such circumstances, you will still have the legal responsibility to pay those bills.
5.3.1 If required, we shall provide estimates of future costs on the understanding that these are given in good faith based on our knowledge at the time. However, these are not binding as charges may be affected by matters beyond our control and the amount of work involved cannot always be accurately forecast.
6.1 Unless we expressly agree otherwise in the letter of engagement, you agree that our maximum aggregate liability to you for negligence or any other breach arising in connection with this Agreement shall be limited to (£3,000,000) one million pounds (the “Cap“).
6.2 We accept no liability to you in respect of any loss arising from or in connection with the electronic communication of information.
6.3 We accept no liability to you for loss of client money where this arises as a result of the insolvency of a bank or building society that holds client money in a client account for us, or the failure of such a bank or building society generally to repay such monies on demand.
6.4 We accept no liability to you for any loss resulting from the work of any third party, including but not restricted to foreign agents, search agents and rights renewal agents.
6.5 You agree you will not bring any claim personally against any of our directors, employees or consultants, who shall have no personal liability to you or any third party. Each such director, employee and consultant shall be entitled to the benefit of and to enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
6.6 You shall indemnify us against any costs or liability arising from our being sued for making an unjustified threat of infringement proceedings, where you have instructed us to make any warning in relation to an intellectual property right to a third party on your behalf.
6.7 Neither party shall be liable to the other for loss of profits, business revenue, goodwill or anticipated savings incurred by the other party, or for any consequential, indirect or special losses, arising as a result of any breach of this Agreement or the operation of any of the provisions of this Agreement or otherwise arising out of or in connection with the provision (or failure in the provision) of the services that we provide to you.
6.8 We shall not be liable for any delay or non-performance of our obligations as a result of any cause beyond our reasonable control. In this event we shall notify you as soon as reasonably practicable.
6.9 Nothing in these Terms or in any engagement letter shall operate so as to limit or exclude our liability other than to the extent permitted by law.
- our Liability to third parties
7.1 The advice we give you in respect of your matter is matter-specific and is for your benefit only. It is not intended to be used or relied upon by any other person or for any other purpose.
7.2 Except as expressly provided in these Terms and/or in any specific letter of engagement with you, no term in either document is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person to whom it is not addressed.
- Storage of documents
8.1 Our files remain our property at all times. If you want to transfer advisers we shall copy the files you request, at your expense, and release the copies to you once all fees and charges have been paid.
8.2 We shall keep all necessary documents relating to your matter for six years.
8.3 After six years from the date of the final bill we send you for that matter has passed, we have your authority to destroy all the documents relating to your matter. We shall not destroy any documents that we agree to deposit in safe custody without your prior approval.
- Conflicts of interest
We are bound by professional rules on conflicts of interest, and on rare occasions, as a result of a conflict we may have to cease acting for you. However, you agree that the fact that other current or future clients may have, or develop, commercial interests adverse to you will not of itself prevent us from acting for them.
- use of data and security
10.1 We shall keep confidential any information received from you, and others acting on your behalf, whilst acting for you as a client. Save as is necessary to give effect to your instructions, we shall not disclose your confidential information to others without your prior consent, unless we are required to do so for legal or regulatory reasons.
10.2 You will appreciate that we owe the same duties of confidentiality to all our clients and cannot therefore disclose to you confidential information held for them without their consent.
11.1 If you do not wish us to continue to act for you, you may terminate your instructions to us at any time in writing. If you have subsidiary service agreements with IMPERACOM the termination clauses of those agreements will take preference over the termination clause within the terms of business agreement
11.2 We may terminate our engagement with you on immediate notice to you where you do not pay a bill in accordance with our billing arrangements (set out in clause 5.2); where you do not comply with our request for a payment on account; where you cannot give us clear or proper instructions on how we are to proceed; or where you are in material breach of the Agreement (or where the breach is remediable, such breach is not remedied to our reasonable satisfaction within five business days.
11.3 We may also terminate this Agreement on reasonable notice to you if we believe we have good reason to do so.
11.4 In each case, any outstanding fees and charges incurred in accordance with this agreement up to and including the date of such termination, will become immediately due.
- Client service and complaints
12.1 We value our relationships with clients and are committed to providing you with a proper standard of service which takes into account your individual needs and circumstances. However, in the event that you have a complaint about the manner in which your matter is handled you should feel free to discuss this with Steven Lane.
12.2 A copy of our written complaints policy is available from Steven Lane. Under that policy, and in summary, we aim to handle complaints promptly, fairly and effectively.
- GENERAL TERMS
13.1 By law we may be required to report certain information to the appropriate authorities in relation to any suspicion of money laundering, tax evasion or any other criminal offence. We shall not be responsible for any loss which may arise by reason of our having done so.
13.2 Neither you nor we may transfer or assign any right or obligation under this agreement without the written consent of the other party.
These Terms and the terms of any specific letter of engagement with you, are governed by and any dispute in relation to this Agreement (whether contractual or non-contractual) shall be interpreted and construed in accordance with, the laws of England and Wales. You agree irrevocably to submit to the jurisdiction of the English courts