The purpose of these Terms & Conditions is to set out the basis upon which we work. They apply in all cases unless any one or more of them has been modified by the clear written prior agreement of a partner of A.A.Thornton & Co. (‘AAT’).
1.1. The client of AAT (‘the client) shall (subject to the provisions set out in clause 1.3) be the person, firm or company from whom AAT receives instructions.
1.2. The client will be liable for all costs, charges and expenses arising from work carried out and advice provided by AAT.
1.3. Instructions received from any person, firm or company acting on behalf of another as an Agent will be accepted on the basis that the person, firm or company that directly instructs AAT will be treated as and considered to be the client.
2.1. If AAT is given verbal or written instructions to act by someone purporting to give those instructions on behalf of a third party (including without limitation an employee on behalf of his/her employer, a partner on behalf of his/her co-partners, or a solicitor or accountant acting as an Agent on behalf of his/her client) AAT will assume that in all cases the person giving the instructions has all the necessary authority to give the instructions.
2.2. In some cases AAT will accept instructions to act from more than one person in respect of a particular matter for a particular client. AAT will assume that each of the persons giving the instructions has the necessary authority to give the instructions on behalf of the client.
2.3. Where instructions or advice are received or given orally by or to the client or to or by AAT and are not confirmed in writing, AAT shall have no liability to the client for any mis-understanding or mis-interpretation whether on the part of the client or AAT.
2.4. AAT aims to offer a professional service and to deal with instructions received from the client with care and diligence. AAT shall have no liability to the client for any loss, damages, costs expenses or other claims for compensation arising from instructions or information supplied by the client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival, or any other fault of the client.
2.5. AAT shall not be liable to the client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, any duty at common law or under the express provisions of these terms and conditions for any loss of profit, or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of AAT, its employees or agents or otherwise) which arise out of or in connection with the provision of services to the client and the entire liability of AAT shall not exceed the limit on liability for such claims as laid down by AAT’s insurers from time to time.
2.6. AAT shall not be liable to the client or be deemed to be in breach of these terms and conditions of business by reason of any delay in providing services, or any failure to provide services if the delay or failure was due to any cause beyond AAT’s reasonable control.
2.7. The client shall be responsible for and shall indemnify AAT in respect of any reasonable loss, expense, cost incurred by or damages awarded against AAT as a result of or in connection with carrying out the instructions of the client.
3.1. AAT shall exercise all reasonable skill, care and diligence in the supply of its services.
3.2. AAT will act for the client either to carry out specific instructions or on a retained basis (including without limitation review and advice in connection with client intellectual property on an ongoing basis). For ongoing matters including but without limitation to pending patent, trade mark or design applications or litigation AAT will act on a retained basis, reporting matters as they arise, and will charge the client accordingly in the anticipation of the client desiring the application or registration to be maintained.
3.3. The client authorises AAT to complete and sign such official forms and applications as are necessary or desirable to carry out the client’s instructions, and the client will indemnify AAT in respect of all costs, claims, demands and expenses that may result in consequence from the exercise of the authority given by this clause.
3.4. The client warrants to AAT that all information provided will be complete and accurate and that to the best of its knowledge any instructions given will not cause AAT to infringe the laws or other regulations of any country.
4.1. On the request of a client AAT may provide an estimate of the likely cost for the particular matter under consideration. The estimate will be for guidance only and may be increased or decreased during the course of the transaction.
4.2. Unless otherwise stated estimates will be given exclusive of VAT although VAT may be chargeable in addition.
5.1. For some standard transactions conducted by AAT for clients charges are levied at a standard rate as specified from time to time in the AAT tariff of charges.
5.2. For many transactions conducted by AAT for a client charges are calculated partly or wholly by reference to time spent by fee earners. The level of fees charged differs depending upon the seniority and experience of the fee earner dealing with the transaction. Details of the current hourly rates for fee earners are available on request.
5.3. AAT will charge for any disbursements or out of pocket expenses that are incurred on behalf of a client (including without limitation official fees, bank charges on non-sterling official fees, couriers, telephone calls).
5.4. For new clients, and for existing clients embarking on transactions that will incur significant disbursements or out of pocket expenses, AAT may request funds from the client in advance and may delay processing the transaction(s) for which instructions have been given, until such funds are received.
6.1. Invoices rendered to UK resident clients are to be settled in full within 30 days of the invoice date. Invoices rendered to clients resident outside the UK are to be settled in full within 60 days of the invoice date.
6.2. If invoices are not settled within the relevant period referred to in clause 6.1. of these terms and conditions of business:
6.2.1. AAT reserves the right to charge interest from the date of the invoice at the rate of 3.5% p.a. above HSBC base rate from time to time on the unpaid balance, such interest to accrue on a day to day basis from the due date for payment until receipt by AAT of the full amount whether before or after any judgment;
6.2.2. AAT may suspend and refrain from taking any action in relation to a client’s transactions or affairs without any liability to the client until payment is made, even if the client suffers loss of rights. Any suspension of work or any cancellation by the client of instructions given to AAT shall be without prejudice to the rights of AAT to invoice and be paid for work undertaken and advice provided prior to the date of suspension or cancellation;
6.2.3. The client shall indemnify AAT against all cost and expenses (including legal costs and expenses) on a full indemnity basis incurred by AAT in recovering sums due without prejudice to any other rights or remedies available to AAT; and
6.2.4. Where the client is acting as an Agent, AAT reserves the right to communicate with the Agent’s client in the event of non settlement of invoices by the client or in the event that the client is not providing AAT with instructions, or where AAT reasonably believes it should do as in the Agent’s client’s interest.
7.1. The contents of all AAT files belong to AAT.
7.2. AAT retains the copyright and all other rights in all documentation prepared by AAT.
7.3. Files which are no longer current may at the sole option of AAT be retained or destroyed.
7.4. AAT’s files relating to transactions or matters which may still be in force or current but for which AAT no longer has responsibility may at the option of AAT be retained or destroyed.
7.5. In the event AAT is asked to transfer files to another party, or make copies of AAT files for another party AAT may make a charge for doing so.
8.1. AAT reserves the right to terminate the retainer with the client immediately upon notice to the client in the following circumstances:
8.1.1. If any invoice is not settled within the terms set out by Clause 6.1.
8.1.2. If a conflict of interest between two or more clients arise on a particular matter which may compromise AAT’s professional duty.
8.1.3. If in exceptional circumstances AAT in its reasonable discretion considers it appropriate to do so.
8.2. In the event of AAT terminating the retainer AAT reserves the right to retain all documentation relating to transactions and affairs of the client until all invoices rendered to the client are paid in full.
9.1. If the client is concerned about any aspect of the service being provided by AAT it may initially refer the matter to the partner who is head of the department which is providing the service to the client.
9.2. If the matter cannot be resolved between the department head and the client, the client may refer its concern to the AAT chairman from time to time.
9.3. AAT will use all reasonable endeavours to investigate all difficulties or complaints promptly.
10.1. AAT will keep client’s affairs confidential and regards the obligation to confidentiality as surviving the termination of the AAT retainer, save for the provisions of clause 6.2.4.
10.2. AAT will hold on its database, the client name including personal names and/or company names, address and other contact information, and may also include details of the transactions entered into between AAT and the client and information relating to the financial standing of a client.
11.1. AAT is open on weekdays excluding UK public holidays between the hours of 9am and 5pm. Mail, faxes, couriers and e-mail received outside these hours, other than by prior arrangement, will not be guaranteed attention until the next working day.
12.1. These terms and conditions of business shall be governed by and construed in all respects in accordance with the laws of England and any dispute arising out of or in connection with these terms and conditions of business shall be determined by the English Courts.
12.2. The headings in these terms and conditions of business are for convenience only and shall not affect their interpretation.
12.3. If any part of these terms and conditions of business is found to be ineffective for any reason the remainder of these terms and conditions shall be binding upon the parties.
12.4. Failure or neglect by AAT to enforce at any time any of the provisions of these terms and conditions shall not be construed as nor be deemed to be a waiver of AAT’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and AAT’s right to take subsequent action shall not be prejudiced by such failure or neglect.
12.5. These terms and conditions of business are not intended to benefit any third party and the provisions of The Contracts (Rights of Third Parties) Act 1999 are excluded.