1. About Kilburn & Strode LLP
Kilburn & Strode LLP (‘we’, ‘our’, ‘us’) is a limited liability partnership incorporated in England and Wales with registered number OC342299. Our registered office is at Lacon London, 84 Theobalds Road, London WC1X 8NL.
We are regulated by The European Patent Institute (EPI) and The Intellectual Property Regulation Board (IPREG). Details of IPReg’s professional rules can be found on the IPReg website.
Our VAT registration number is GB232649856.
Kilburn & Strode LLP has offices in the UK, the Netherlands and Germany. Our affiliate Kilburn & Strode US, PC is a California professional corporation, registered with the California State Bar, with an office in San Francisco. In order to provide you with the best service, we may provide services from any of our offices.
2. These Terms
These Terms will apply to all work done by us on your behalf. These Terms may not be varied unless agreed in writing by a partner for Kilburn & Strode LLP.
We may set out the scope of the work we will carry out for you and our fees in a separate email or letter. This email or letter should be read together with these Terms as they will both apply to the work that we do for you. If there is any conflict or inconsistency between the letter / email and these Terms, these Terms will take priority.
We may ask you to confirm that you accept these Terms and any terms set out in our separate email or letter. Whether or not this is requested or done, your continuing instructions will amount to your acceptance of these Terms and of any terms set out in our separate email or letter.
Where we say ‘you’ or ‘your’ in these Terms, we mean the client we address in our email or letter or to whom we submit these Terms.
3. Our services
We shall at all times act professionally and provide our services with due skill, care and diligence.
4. Your responsibilities
You agree:
to give us clear, timely, accurate and complete instructions that allow us to do our work; all instructions should be in writing (or confirmed in writing);
to provide in a timely manner all information and documentation that we request in order to do our work;
to notify us as soon as possible of any change in your name, corporate status or contact details, or any change in your ownership or interest in any of your intellectual property (IP) rights, so that we can let you know if these changes need to be registered with relevant Intellectual Property Offices;
to review our advice and any documentation we produce carefully to ensure that it meets your needs; it is important that you let us know if there is any additional information which might be relevant to the matter and which may affect our advice and any documents we have drafted;
to pay our fees and expenses in accordance with these Terms.
5. Deadlines
Please note that Intellectual Property Offices set time limits for the steps that must be taken during and after the application for, and registration of, IP rights; failure to meet these deadlines can lead to the IP rights concerned being lost. We do not accept responsibility if you fail to give us instructions that are sufficiently clear, complete or timely to allow us to act within such official time limits.
6. Third party providers
We may instruct third party providers, such as overseas law firms, translation services or renewals service providers, on your behalf. When deciding who to use on your matters we consider expertise, service, cost and our relationship with the provider. As a result of our relationship, a third-party provider may also refer work to us. We will let you know if we receive any kind of referral fee, commission or rebate from the third party in respect of your matter. You do not have to accept our recommended third party and can always choose another provider if you wish to.
7. Our charges and billing
You must pay our fees as agreed. If we haven’t agreed specific fees with you in writing, then our fees will be based on the number of hours spent dealing with your matter (at our standard hourly rates). Please ask the member of Kilburn & Strode who manages our relationship with you (your ‘relationship manager’) for the hourly charge-out rates of the partners, consultants and employees working on your matter.
We also make fixed service charges for routine tasks such as filing applications, paying Intellectual Property Office fees and recording, checking and monitoring deadlines.
We periodically revise our fees, usually annually on 1 April, to reflect increases in our costs. We may also increase the hourly charge out rates of individual attorneys throughout the year to reflect increasing expertise and experience, for example as marked by promotions and exam success. Please ask your relationship manager for the most up-to-date charges for our services.
We may also agree to work on the basis of a fixed or capped fee arrangement, in which case we will agree the scope, conditions and assumptions in relation to the specific matter. Any additional work will then be charged separately at our standard hourly rates.
Where we provide a fee estimate, this is an indication, made in good faith and on the basis of the information we have at the time, of our likely fee for carrying out the work concerned. An estimate is not a commitment by us to carry out the work for that fee. On occasion, a matter may turn out to be more complex than we have assumed in our estimate, which may drive the costs up. We shall tell you if it becomes apparent that our fee will materially exceed any estimate we have given you.
In addition to our fees, you must reimburse us for all expenses which we have paid or which we will pay on your behalf. This may include, by way of example, Intellectual Property Office fees, translation costs, overseas agent costs, and travel and accommodation costs.
For expenses billed to us in a currency other than pounds sterling, the expense will be quoted and payable in pounds sterling, as converted using the mid-market rate for the relevant date plus a percentage margin to allow for any exchange rate fluctuation between the date of quote and the date of payment.
If we bill you in a currency other than pounds sterling, we will convert our fees and expenses in pounds sterling to the billing currency using the mid-market rate for the invoice date plus a percentage margin to allow for any exchange rate fluctuation between the date of the invoice and the date of payment.
We may ask you for funds in advance to pay our fees and expenses and you agree that we have no obligation to pay such expenses or provide or engage the service concerned until you have provided us with the necessary funds.
Where applicable, value added tax (VAT) is charged at the current rate on all fees and also on expenses that are subject to VAT.
Our invoices are payable within 30 days. You should make payment in the currency of the invoice (without deduction for bank charges). Payment is sent to us at your risk. We do not accept cash payments.
If our invoice is not paid promptly, we reserve the right to stop providing our services. If this happens, rights may be lost. We may also charge interest compounded on a monthly basis at two per cent. above the base rate of National Westminster Bank plc after delivery of our invoice until we receive payment in full.
8. Client money
We will hold any money that you have paid to us on account of fees or disbursements in an account with a UK bank regulated by the Financial Conduct Authority (FCA). We do not pay interest on money we are holding.
We are not liable for any loss you suffer as a result of any bank in which we hold client money being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS).
9. Confidentiality
We will keep your information confidential. We will not disclose to any person any confidential information relating to you or your matter except in the proper conduct of that matter or unless disclosure of the information is required or permitted by law or regulatory requirements that apply to us. We may also disclose information as necessary to our auditors and insurers.
If you or we engage any third party service providers to assist with your matter we will assume, unless you notify us otherwise, that we may disclose your information to such other providers as necessary.
External organisations such as the Information Commissioner’s Office or our regulators or auditors may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality checked.
10. Privacy and data protection
We use your personal data primarily to provide our services to you, and for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you.
Our Client Data Protection Statement contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. Our Client Data Protection Statement is available on our website.
11. Conflict of interest
We are bound by professional rules regarding conflicts of interest. In certain circumstances, we may need to put in place an information barrier to protect the confidentiality of client information; if we need to do this, we will discuss it with you. If a conflict of interest arises, we may have to decline to act or cease acting for you.
12. Our liability to you
The extent of our liability to you arising from or out of or in connection with our work for you (whether such liability arises in contract, tort (including negligence), breach of statutory duty or otherwise) is as set out in this clause.
You agree that Kilburn & Strode LLP is responsible for the work done for you, not any of our individual partners, consultants or employees, and no partner, consultant or employee of Kilburn & Strode LLP assumes or will have any personal liability (whether in contract, tort (including negligence) or otherwise) for the work you instruct us or them to carry out. Those persons may rely on this provision insofar as it excludes their liability.
The services we provide are only for you and we owe no duties to anyone but you. Nobody else can rely on our advice for any purpose, without our written agreement.
We are only liable for the foreseeable losses caused directly by a breach of our obligations. We are not liable for any damage to reputation, or any loss of profit, or for any indirect or consequential loss or damage. We are not liable for matters outside our reasonable control.
Subject to clause 12.8, our liability for losses (including legal costs you incur in pursuing recovery of the losses, and interest including statutory interest) shall be limited to the sum of £15 million in respect of any claim or series of connected claims against us.
Where we work for more than one client on a matter, the limit in clause 12.5 applies to our total liability to all of them.
If others are also responsible for your loss, our liability will be limited to such proportion of that loss as is fairly and reasonably attributable to our fault, whether or not you are able to recover the rest from the others.
Nothing in these Terms excludes or restricts liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any liability which cannot be limited or excluded by law or by rules of professional conduct in force from time to time.
The contact details of our professional indemnity insurance provider and information on the coverage of that insurance are available on our website.
13. Anti-money laundering and terrorist financing
To comply with anti-money laundering and counter-terrorist financing requirements, we may need to ask you for proof of your identity and carry out searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners.
14. Termination of our engagement
If you or we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on an hourly basis or (as appropriate) a fair proportion of the agreed fee. We may also charge you for the work done in transferring your file to another firm.
We are not responsible for reminding you about any changes in intellectual property law or procedure, important dates and/or any deadlines after our appointment has been terminated.
If you are an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession, and our contract with you has been entered into with you not at our offices (for example by email) then you have a right to cancel this contract within 14 days. Full details of this are available on our website.
15. Complaints
We want to give you the best possible service. However, if at any point you become unhappy or concerned about our services, please let us know so that we can do our best to resolve the problem. If you remain concerned or we could not agree an appropriate course of action, then you are entitled to complain in accordance with our complaints handing procedure which is available on our website.
We are regulated by IPReg and are subject to IPReg’s Rules of Conduct. If you think we have breached the IPReg Rules of Conduct, you can also make a complaint to IPReg. Their contact details can be found at www.ipreg.org.uk.
16. Miscellaneous
No one other than us or you has any right to enforce these Terms, save that our partners, consultants and employees may enforce the benefit of clause 12.2.
If any part of these Terms is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other part of these Terms will not be affected.
These Terms constitute the entire agreement between us. You acknowledge that you have not entered into agreement with us in reliance on any representation, condition or warranty that is not expressly set out in these Terms and that you will have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.
17. Governing law and jurisdiction
These Terms and our agreement shall be governed by and construed in accordance with the law of England and Wales. Any dispute (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.