Introduction:
Alphabet Intellectual Property Ltd, trading as Alphabet Intellectual Property and Alphabet IP, is a Private Limited Company registered in England & Wales with company number 14693728. Our registered office is located at 29 Lincoln’s Inn Fields, London, WC2A 3EG, United Kingdom. We are a member of the Chartered Institute of Patent Attorneys (CIPA) and regulated by the Intellectual Property Regulation Board (IPReg). ‘Alphabet Intellectual Property’ and ‘Alphabet IP’ are both registered UK trade marks, with Trade Mark Nos. UK00003883508 and UK00003883509 respectively.
The following terms (“Terms”) are our standard terms of business upon which we will carry out all professional services on your behalf.
These provisions are designed to assist us in providing you with an efficient and effective service and will form the basis of our ongoing relationship. The provisions are based on recommended terms provided by The Chartered Institute of Patent Attorneys (“CIPA”).
1. Legal Foundation of our Business Arrangement:
1.1 These terms apply to all matters for which we receive instructions from you to perform professional services (“Services”).
1.2 In these Terms, the “Firm,” or “Company”, “we,” and “us” refer to Alphabet Intellectual Property whereas “You” and the “client” refer to the person, firm, body, or company that instructs us and purchases Services from us.
1.3 By instructing us and purchasing Services from us, and/or allowing us to commence providing you with the Services, you are deemed to request that we provide the Services to you on the basis of these Terms.
1.4 If we agree to provide you with any Services, a contract (“Contract”) between us is formed which is governed by these Terms. However, we are not obligated to accept any instructions from you. At our option and discretion, each matter for which we provide Services may be treated as a separate contract between you and us.
1.5 Any changes to these Terms that are agreed between us must be confirmed in writing by us to you in order for the changes to be effective. Our decision not to enforce any of these terms will not prejudice our rights under these Terms at any given time.
1.6 Subject to these terms, our overriding duty to you is to do whatever is necessary to properly protect and preserve your rights.
1.7 Subject to any change to these Terms, every contract between us and you will be subject to these Terms to the exclusion of all other terms and conditions (including any terms or conditions under any purchase order, confirmation of order, specification or other document whatsoever and whenever).
1.8 Unless there is a variation in accordance with these terms, every contract between us will be subject to these Terms to the exclusion of all other terms and conditions (including any Alphabet Intellectual Property Standard Terms of Business terms or conditions that you may try to apply under any purchase order, confirmation of order, specification or other document).
2. Our Obligations:
2.1 Alphabet Intellectual Property and its staff are regulated by the Intellectual Property Regulation Board (“IPReg”) and are subject to its Rules of Conduct for Patent Attorneys, Trade Mark Attorneys, and Other Regulated Persons (“Rules of Conduct”).
2.2 All of the qualified staff at Alphabet Intellectual Property are members of one or both of The Chartered Institute of Patent Attorneys (“CIPA”) and the European Patent Institute (“EPI”) for Professional Representatives before the European Patent Office (“EPO”).
2.3 Our duty is to perform our services with competence, diligence, and impartiality, while prioritising your interests and complying with the law and our obligations to any court or tribunal. It is important to note that, given the scope and scale of our practice, we may represent your competitors.
2.4 Our advice and services are provided solely for your benefit as our client and cannot be used or relied upon by any other person or entity. We do not owe any duty of care to associated individuals, companies, or other entities.
3. Instructions:
3.1 Identification of the Client:
3.1.1 Alphabet Intellectual Property places great importance on identifying its formal client. Unless we have agreed otherwise in writing with you, we will assume that the individual, firm, or company providing us with initial instructions regarding a matter is to be identified as our client.
3.1.2 If we accept instructions from lawyers, patent attorneys, or agents on your behalf then they will be considered by us as our client and will be responsible for settling all of our invoices and reimbursing all of our costs and expenses incurred in carrying out their instructions.
3.1.3 While we may agree to render invoices to and receive payment from another entity including for example another company as part of the same group of companies, the client will remain responsible for making such payment.
3.1.4 In the case of joint applicants or proprietors, we will report to and accept instructions from the first named applicant or proprietor only. However, all applicants/proprietors will have joint and several responsibilities for the payment of our charges and costs.
3.2 New Clients and Compliance with Money Laundering Regulations:
3.2.1 We welcome the opportunity to work with new clients including start-up companies. For all new clients, we require adequate funds on account in advance of providing any of our Services.
3.2.2 For newly formed limited companies, Alphabet Intellectual Property expects the directors to be personally responsible for all of our reasonable charges and costs incurred in accordance with instructions made on behalf of the company. We may ask the directors to sign an undertaking to this effect.
3.2.3 To comply with the Money Laundering Regulations 2017 and equivalent legislation in many other countries, we are required to undertake certain investigations into new clients and report any suspicious activities to relevant authorities.
3.2.4 By instructing us, you agree that we are bound by the abovementioned legislation in 3.23 and that you will hold us harmless for any loss or damage resulting from our compliance with those regulations or any actions resulting therefrom.
3.3 Timely and Accurate Instructions:
3.3.1 Alphabet Intellectual Property relies on its clients to provide us with accurate, complete, and timely instructions and information. While we may act on oral instructions in emergency situations, we require written confirmation of all oral instructions to avoid any misunderstandings.
3.3.2 Patent Offices often impose time limits for taking action, and failure to comply with these limits can negatively impact your intellectual property rights. We will not be held responsible for any loss resulting from your failure to provide us with clear, complete, and early instructions to enable us to act within official time limits. We will do our best to inform you of time limits and necessary actions, but we do not guarantee to give reminders.
3.3.3 If we receive late instructions or payments from you, we may not be able to take necessary action in time, and we will not be held responsible for any resulting loss. Further, urgency charges may be incurred, which we will pass on to you.
3.3.4 If we act on instructions given to us by a person including for example your authorised agent, solicitor, or other adviser, we will rely on all information and instructions provided by that person until we receive written instructions from you to the contrary.
3.4 Instructions Not to Let Rights Lapse:
3.4.1 Unless we receive specific instructions from you to let your intellectual property rights lapse, we will assume that our overriding instructions are not to do so. There may be occasions when we have to take urgent action in your best interests without recourse to you, and you will be liable for any costs incurred.
3.5 Updating Information:
3.5.1 You must promptly inform Alphabet Intellectual Property of any changes in your contact information, including address, phone number, fax number, email address, or changes in ownership of your patents or other intellectual property rights. Many of these changes require official registration, and failure to inform us of such changes may result in the loss of your intellectual property rights.
3.5.2 Obtaining intellectual property rights including patents, trade marks, and design rights can take several years, so keeping your contact information up to date is critical to ensuring effective communication between us. No responsibility can be accepted by us for any loss of rights in any case where you have failed to inform us of such changes.
3.5.3 Under the IPReg Rules of Conduct, Alphabet Intellectual Property is required to maintain accurate records of client contact information, so you must inform us of any changes in your contact details promptly. Failure to do so may result in the suspension or termination of our Services to you.
3.6 Electronic Communications:
3.6.1 We typically communicate with our clients through email or post. While we take reasonable steps to maintain the security of our communications, we cannot guarantee the confidentiality or security of communications sent over the internet. We will not be liable for any loss or damage resulting from the interception or disclosure of such communications.
3.6.2 Alphabet Intellectual Property cannot accept liability for non-receipt or late receipt by you of such communications as referred to in 3.6.1 or for any corruption in the information communicated to you or its disclosure to other parties as a result of the interception of such communication.
3.6.3 To reduce risks, we recommend that you use a password-protected account to receive our communications. Please inform us in writing if you do not consent to the use of email.
3.6.4 Although we regularly carry out virus checks, we advise you to carry out your own virus checks on any communications received from us. We will not be liable for any viruses or malware that may enter your system or data as a result of communications received from us.
3.6.5 Alphabet Intellectual Property does not accept any liability, including negligence or otherwise, for any viruses that may enter your system or data by these or any other means.
4. Instruction of Third Parties to Act on Your Behalf:
4.1 In order to carry out the services you have requested, it may be necessary for us to instruct third parties such as foreign lawyers, foreign associates, or foreign patent agents to act on your behalf.
4.2 We may either instruct such third parties directly on your behalf or require you to sign a power of attorney or similar appointment to engage such third party directly.
4.3 Any third parties we instruct are not part of Alphabet Intellectual Property. Although we will endeavor to select third parties whose performance and expertise we regard as being of good quality, we will not be liable for any losses, liabilities, costs, or expenses arising as a result of any default or negligence on the part of any such third parties.
4.4 Unless otherwise agreed, we will not issue reminders for, or process the renewals of, any of your registered rights. However, we will typically pass details of cases we handle requiring such renewals to a specialist renewal agent upon your request and an agreement between you and us.
4.5 In certain matters, we may outsource work such as typing, drawing, reproducing or photocopying documents, or obtaining transcripts of hearings, and certain support functions including financial accounting or information technology. We may occasionally ask other companies or people to provide services on matters we are handling to ensure that the Services are provided promptly.
4.6 We may also refer any matter, document, information, or our files to counsel, an accountant, expert, or financial advisor for specialist advice. You agree that we may do so, whether we do so on your behalf or on our own behalf. We will always seek to secure confidentiality with these outsourced providers. If you do not want your matter outsourced, please let us know as soon as possible.
5. Authority:
5.1 During the period in which you engage our Services, you hereby grant us express authority to complete and sign any necessary or desirable forms or documents in your name to carry out your instructions. In doing so, we will act in accordance with applicable laws and regulations governing intellectual property. You acknowledge and agree that you are responsible for any costs, claims, demands, and expenses that may result from our proper exercise of that authority.
6. Professional Fees:
6.1 Our fees are primarily based on the amount of professional time we spend on a matter, as well as other factors which we may consider such as the complexity and urgency of the matter.
6.2 In cases where specialised knowledge is required, or if the matter is complex and/or urgent, we may adjust our standard charges accordingly. In some cases, we may also assign fixed charges for specific tasks, such as filing a patent application.
6.3 All actions and attention that we provide, including incoming and outgoing phone calls, travelling, sending reminders, and reporting to you on communications we receive from Intellectual Property Offices, foreign attorneys, and other providers, are chargeable actions.
6.4 Our hourly rates depend on the seniority, qualifications and experience of the one or more professional staff members involved. We review these rates periodically, and details of current rates are available on request.
6.5 Currently, the hourly rate for our founding attorney Dr Tahsin Ali Kassam CEng FIMMM, is £250 per hour + VAT.
6.6 In accordance with the IPReg rules (Chapter 2, paragraph 1.1), we will provide you with ‘the best available information about your work and costs, both at the time of engagement and … as work progresses’. This means that any changes to our rates will be communicated to you at the point changes are made so that you do not need to ask for any updated fee schedules.
7. Payment of Expenses:
7.1.1 We will charge you for any expenses incurred by us on your behalf, including Intellectual Property Office fees, counsel’s fees, court fees, expert and agent fees, photocopying costs, docketing, couriers, travel and meeting expenses, and certain telephone and fax charges.
7.1.2 Please note that foreign attorney fees and official fees of Intellectual Property Offices are outside our control since they may change without notice and may vary with exchange rate fluctuations.
7.1.3 If we instruct foreign attorneys, agents or lawyers on your behalf, we process their debit notes, review their appropriateness, and manage their payment. These disbursements may be invoiced to us in different currencies, which we convert to sterling at the time of processing at a spot exchange rate determined by us. We also levy a 10% handling charge on all foreign attorney disbursements, which covers Services related to handling, processing, and paying debit notes and exchange rate risk. The handling charge is intended to cover the exchange rate fluctuations and may include an element of profit cost (i.e., for processing the payment).
7.1.4 For non-sterling denominated disbursements other than those referred to in paragraph 6.5.3, we convert them to sterling, regardless of the currency in which we will bill you, at an exchange rate selected by us at the time of processing. The selected exchange rate is typically determined by increasing a spot rate selected by us by 10% to cover the risk of Alphabet Intellectual Property Standard Terms of Business Page 8 of 16 exchange rate fluctuations that may be incurred between processing and paying the disbursement. The spot rate is intended to cover the exchange rate fluctuations and may include an element of profit cost (i.e., for processing the payment).
7.1.5 We generally invoice in sterling, but we may agree to invoice you in another currency. If we do so, our charges will be determined in sterling and converted into the billing currency at an exchange rate selected by us at the time of billing. The selected exchange rate is typically determined by increasing a spot rate selected by us by 10% to cover the risk of exchange rate fluctuations that may be incurred between billing and receiving payment.
7.1.6 We charge for photocopying, courier, travel and meeting expenses, and certain telephone and fax services at a rate that reflects our underlying costs and our costs in making the service available to you.
7.2 Value Added Tax (VAT):
7.2.1 VAT is payable for clients in the United Kingdom on our fees and most of the disbursements that we are likely to incur on your behalf. Clients in the EU must account for VAT according to the relevant EU reverse charge rules.
7.3 Estimates:
7.3.1 Upon request, we will provide estimates of future charges, based on our existing knowledge. However, these estimates are not binding unless we expressly agree otherwise, as charges may be affected by matters beyond our control, and the amount of work involved in providing Services often cannot be accurately forecast.
7.3.2 If it becomes apparent during the course of carrying out the Services that our actual charges are likely to significantly exceed our estimate, we will endeavor to seek your permission before exceeding our estimated charges.
7.4 Alphabet Intellectual Property shall not be obliged to grant you any credit and may require you to make regular payments in advance and on account of fees and anticipated disbursements for the provision of the Services.
7.5 If we do grant you credit facilities then you agree that the company shall be entitled to do so upon such reasonable terms as it deems appropriate, and we reserve the right to terminate with immediate effect any credit facilities at any time and without prior notice.
8. Payment:
8.1 In relation to our policies regarding payments on account and client accounts, at any point during the provision of our services, we may ask you to make a payment or payments to us in advance to cover our fees and expected expenses. However, any amount you pay in advance does not serve as an estimate of our fees or limit them in any way.
8.2 By providing us with a payment in advance, you authorise us to either retain the funds until the end of the matter to apply against our final invoice or return to you, or use them to cover interim invoices we may submit periodically. If we require further payments on account, we reserve the right to request them, even if you have already made payments.
8.3 If you fail to make requested payments on account, we may suspend the provision of our Services or cease acting on your behalf. In compliance with IPReg requirements, any payments held in advance will be kept in a client trust account.
8.4 Since payments on account are usually for small amounts and short periods, and we need immediate access to them, we do not pay interest on these funds. By providing us with a payment in advance, you agree to this policy.
8.5 If you wish to place money on account with us for other purposes, such as in escrow or as part of a substantial transaction, we will need to discuss separate arrangements to ensure a fair outcome. Once a matter is substantially completed, we will return any funds we hold on your behalf in our client account to you.
8.6 We may send you invoices for fees, disbursements, and taxes payable at regular intervals, and on an interim basis. You agree to pay these invoices by the due date, which is no later than 30 days (“due date”) after issuance. Payment must be made without any deductions, set-offs, withholding, discount, or abatement. Timely payment of invoices is crucial.
8.7 If payment is not received by the due date, then all sums owing by you to us shall become immediately due and payable. In such an event, we reserve the right to cancel or suspend our services until satisfactory payment arrangements are made.
8.8 In addition, we may charge interest on all overdue amounts at a rate of 8% per annum above the base lending rate of the Bank of England.
8.9 We may also charge for the cost of obtaining judgment or payment, including all reasonable professional costs and other costs of issuing proceedings or pursuing a debt recovery procedure. We reserve the right to have a lien on all materials, inventions, and documents in our possession relating to the contract for Services until payment has been made.
9. Filing:
9.1 When files are transferred to us from other firms or organisations they are usually provided with details including details of records, and we recommend checking the information against the contents of the files and public records. A reasonable charge will be levied for this checking. We cannot be held liable for any errors contained in the files received or for any losses resulting from those errors if you choose not to instruct us to carry out such checks.
9.2 Our files are our property, but we will usually release those relating to you if you wish to terminate our Services and all outstanding charges have been paid. We require an undertaking that grants us free access to the files if needed. If no such undertaking is received, we will copy the file at your expense and release the copy file when all our charges have been paid.
9.3 If you send us papers, samples, or other materials, inform us if you require their return. Otherwise, we will incorporate them into our files.
9.4 We may destroy our correspondence files, draft documents, and other papers, including electronic copies, that are over six years old. If you have no contrary instructions, we will assume that you agree to this arrangement.
10. Confidential Information:
10.1 As part of providing services to you, we may collect information and documents relating to you that are confidential (“Confidential Information”). We will not use this Confidential Information or disclose it to any third parties without your prior written consent except for any purpose that relates to us providing Services to you.
10.2 Our promise of confidentiality does not apply to any information that becomes public knowledge or if we are required to disclose the information by law or regulation.
10.3 Our duty of confidentiality is limited by our obligations related to money laundering, instruction of third parties, and legal and regulatory requirements. If required by our insurers, auditors, or other advisers, we may provide them with information relating to you regarding a matter we are acting or have acted for you.
10.4 We recommend that you maintain strict control over, and restrict release of, any information not already in the public domain that is connected with the instructions we receive. We are available to advise you on whether it is desirable to release Confidential Information to the public in specific cases.
11. Data Protection:
11.1 We will handle your personal data in compliance with our privacy policy, which may be updated with time. Alphabet Intellectual Property is required to comply with Data Protection Legislation wherever it obtains or uses any personal data (as defined in the Data Protection Legislation) relating to you, your employees or third parties (“Personal Data”). You can find a copy of our current privacy policy below.
11.2 Privacy Policy
11.2.1 Alphabet Intellectual Property will retain and process your personal data to provide the Services to you, to keep the Company’s files and records up to date and to meet the Company’s legal and regulatory requirements as part of our Privacy Policy.
11.2.2 We will handle your personal data in compliance with our Privacy Policy, which may be updated from time to time.
11.2.3 We are required to comply with all relevant data protection legislation regarding the personal data we collect and use from our clients, including names, addresses, and any personal details.
11.2.4 We will use your personal data to provide our Services to you.
11.2.5 We may use your personal data to send you information about our products and services, as well as those of our associated legal practice, such as updates, seminar invitations, newsletters, and other information related to intellectual property matters.
11.2.6 If you do not wish us to use your personal data in this way, please notify us in writing.
11.2.7 We may share your personal data, including details of your registered rights, with CPA Global and attorneys acting on their behalf for the purpose of issuing renewal reminders, unless you instruct us not to do so.
11.2.8 We may be required to share your personal data with third parties (such as foreign attorneys, payroll bureaus, pension providers and statutory and/or legal bodies where it will be necessary to pass details of you to assist and process actions on your behalf), and we will only do so where necessary. For example, when instructing foreign attorneys, we may need to share your details with them to enable them to prosecute applications and take other actions on your behalf.
11.2.9 We will not use your personal data for any purpose other than that set out in our privacy policy without your consent, unless we are required to do so by law or under a court or regulatory authority order.
12. Searches:
12.1 We may carry out searches on your behalf, either through Intellectual Property Offices or independent firms that specialise in conducting searches. However, due to limitations and occasional errors in classifications, indices, computer databases, and official records, we cannot guarantee the comprehensiveness or accuracy of any search. We will do our best to identify any limitations in the search results and may recommend extending the search.
13. Indemnity for Threat of Infringement Proceedings:
13.1 Before sending any warning on behalf of a client to a third party, we ask the client to indemnify us against the risks of being sued for making an unjustified threat of infringement proceedings. This request aims to maintain our objectivity in contentious matters, which would diminish if we became a party to any proceedings. We reserve the right to refuse to act for clients who do not provide the requested indemnity.
14. Notices and Forms of Written Communication Between You and Us:
14.1 During the contract for Services, all written communication and notices between you and us will be on paper delivered by hand, sent by pre-paid first-class post, or sent electronically with confirmation of successful transmission (such as facsimile transmission).
14.2 If notices and communications are sent electronically, we will deem them to have been received at the time of receipt by us of the transmission if transmitted during our normal business hours (09.30 am – 17.00 pm GMT / BST time).
14.3 If they are not transmitted during those hours, then they will be deemed received at 10.00 am on the next working day following the day of transmission.
14.4 In case of any discrepancy between the time of dispatch and the time of receipt recorded on our receiving equipment, the time specified by our receiving equipment will be deemed the time of transmission.
15. Privilege:
15.1 Generally, communications between a UK registered Patent Attorney and a client are privileged under Section 280 of the Copyright, Designs and Patents Act 1988. This means that third parties including the courts, are not entitled to discover the content of such communications where they concern professional advice.
15.2 However, not all employees or representatives of the client are considered as the client for the purposes of legal advice privilege, and the privileged status of a document can be lost if it or its contents are disseminated to persons other than the addressee of the document.
15.3 In rare circumstances the courts may rule that such privilege is lost or does not apply. In that event, the Company accepts no liability in respect of any loss whatsoever incurred by you or any other party as a direct or indirect consequence of the loss or absence of privilege.
16. Complaints:
16.1 Our firm places high regard and value towards our clients and our good relationships with them. Nevertheless, we recognize that difficulties and misunderstandings may arise from time to time. In the event that you feel you have encountered a problem, or are not satisfied with the Services we have provided, you have the right to file a complaint.
16.2 Our policy is to objectively assess client complaints and employ a constructive approach to reach a satisfactory resolution. If you wish to obtain a copy of our complaints handling policy, please let us know.
16.3 You are free to discuss your concerns with the professional staff member responsible for providing Services to you. If you do not feel that the matter has been adequately addressed after such discussions, or if you consider any invoice unreasonably high for the Services provided, you may contact the Managing Partner of the Firm. If you are not satisfied with our response to a service complaint, you may refer the matter to the Legal Ombudsman for consideration. The Legal Ombudsman is an impartial and independent lay body that deals with complaints against legal service providers received from members of the public. Before it considers a complaint, the Legal Ombudsman generally requires that a firm’s internal complaints procedure has been exhausted with the client.
16.4 If we cannot resolve the matter, and it relates to a complaint regarding our quality of service, you may refer the matter to the Legal Ombudsman – contact details for the Legal Ombudsman may be found at www.legalombudsman.org.uk.
16.5 If the matter relates to a complaint regarding a breach of IPReg’s Rules of Conduct for registered patent attorneys, you may refer to matter to IPReg – contact details for IPReg may be found at www.ipreg.org.uk.
17. Termination:
17.1 We will continue to provide Services to you until any of the following events occur:
a) We complete the Services that you have instructed us to provide you;
b) Your invoice remains unpaid for an extended period;
c) We consider that it is no longer in our mutual best interests to continue providing Services to you;
d) You notify us that you no longer wish for us to provide Services to you;
e) You (if an individual or a partnership) offer to make any arrangements with or for the benefit of your creditors, or a petition of bankruptcy is presented in relation to you or any of your partners;
f) You (if a limited company) are deemed unable to pay your debts or you call a meeting to pass a resolution to wind up the company, or such a resolution is passed, or an administrator or receiver is appointed to all or any part of your business or property; or
g) You become involved in similar processes to those in conditions in e) or f) as above, under non-UK legislation.
17.2 Irrespective of any termination or suspension in Services, in accordance with these Terms, you are obliged to pay us at the contract rate for all Services provided up to and including the date of suspension or termination.
17.3 The termination of this contract, or any contract, for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or any sum owed or Alphabet Intellectual Property Standard Terms of Business Page 14 of 16 to become owed to the other party under such contract or contracts.
17.4 You accept responsibility for making alternative arrangements for compliance with all due dates of action, payment of official fees, and taking any official steps necessary to preserve your rights in relation to the matters that we have handled for you before termination.
18. Limitation of Liability:
18.1 Your relationship is with Alphabet Intellectual Property. Alphabet Intellectual Property will have exclusive liability for carrying out the Services and for any negligent act or omission by us in the course of providing those Services.
18.2 You agree that no individual employee or agent of Alphabet Intellectual Property will have any personal liability for those Services.
18.3 You agree that we shall have no liability nor shall we be deemed to be in breach of any duties or obligations owed to you if at any time we are prevented, delayed or hindered in complying with such duties and/or obligations by reason of any circumstances beyond our reasonable control.
18.4 Nothing in these Terms excludes or limits the liability of it for death or personal injury caused by our negligence, or for fraud, fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law.
18.5 We shall not be liable to you, whether in contract, tort (including negligence), breach or statutory duty or otherwise for any indirect or consequential loss arising from the Services or otherwise.
18.6 Subject to the paragraphs above, Alphabet Intellectual Property’s total liability in connection with any engagement (whether arising out of breach of contract, negligence, breach of fiduciary duty or otherwise) shall not exceed £1 million.
18.7 Our liability is subject to an overall cap equivalent to the level of our professional indemnity insurance on the date we notify our professional indemnity insurers of a potential claim against us (whether or not we also notify you) or, if lower, the level of our professional indemnity insurance on the date you bring any claim.
18.8 All claims which are to be considered as a single claim for the purposes of our indemnity insurance are to be aggregated in applying that limit, apportioning the capped liability between the aggregated claims in a just and equitable manner.
18.9 If we are jointly, or jointly and severally, liable to you with any other party, we shall only be liable to pay you the proportion of your losses which is found to be fairly and reasonably due to our fault. We shall not be liable to pay you the proportion which is fairly and reasonably due to the fault of another party.
18.10 We shall not be liable for any losses, penalties, interest or additional tax liabilities resulting from, or caused by, the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information, as set forth in the IPReg Rules of Conduct.
18.11 Alphabet Intellectual Property maintains professional insurance cover appropriate to a firm of its size and standing.
19. Conflicts of Interest:
19.1 As patent attorneys, it is not uncommon for us to act for two or more clients who are commercial competitors. We will not knowingly act for or against another client in a matter involving an active dispute with you without your written approval and the written approval of the other client. However, you agree that we will not be prevented from acting for any of your competitors merely because they are competitors.
19.2 We will not knowingly act for or against another client in a matter involving an active dispute with you without your written approval and the written approval of the other client, but you agree that Alphabet Intellectual Property will not be prevented from acting for any of your competitors merely due to the fact that they are your competitors.
19.3 We have appropriate procedures and arrangements in place to ensure that any advice and opinions you receive are wholly independent of and do not make any use of any knowledge or information confidential to any third party. We will not use any confidential information belonging to you to the advantage of any third party.
20. General:
20.1 Nothing in this contract shall create or be deemed to create a partnership, joint venture, or employer-employee relationship between the parties, nor does it establish a principal-agent relationship between the parties.
20.2 If at any time any one or more of the conditions of the contract (or any sub-condition or paragraph or any part of one or more of these Terms) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the contract, and the validity and/or enforceability of the remaining provisions of the contract shall not in any way be affected or impaired as a result of that omission.
20.3 The Contracts (Rights of Third Parties) Act 1999 does not apply to the contract, unless it involves another business wholly or partially owned by us. Parties not part of the contract, including employees, officers, agents, representatives, or sub-contractors of either party, cannot enforce any term of the contract unless expressly agreed upon in writing by the parties.
20.4 These Terms, together with any instructions agreed upon in writing, constitute the entire agreement between the parties and supersede all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, related to the subject matter of the contract.
20.5 Each party agrees that it has no remedies for any statement, representation, assurance, or warranty, whether made innocently or negligently, that is not included in these Terms or any agreed-upon written instructions. Each party also agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
20.6 We reserve the right to update these Terms periodically and will notify you of any changes before they take effect. Your continued instructions will indicate your agreement to these changes.
20.7 Alphabet Intellectual Property is committed to carry out business fairly, honestly and openly. As such we have a zero-tolerance policy towards bribery.
20.8 In accordance with the UK Bribery Act, the Company has in place bribery prevention procedures, controls and sanctions and undertakes regular reviews of persons who perform or will perform services for or on behalf of the Company in order to mitigate the risk of bribery.
21. Governing Law and Jurisdiction:
21.1 The contract is subject to the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales. However, we may choose to pursue legal action in other jurisdictions to enforce any obtained judgment.
