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1.1
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These conditions shall govern and be incorporated into every contract made by Annuity
Payer ("us", "we" and cognate terms) or on our behalf with
clients ("you") for the provision of intellectual property related professional
services ("Services") and shall subject to condition 1.2 below prevail over
any terms or conditions contained or referred to in any documents submitted by you
or previously submitted by us or in correspondence or elsewhere
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1.2
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Acceptance by you of, or instructions by you to perform, Services shall constitute
unqualified acceptance of these conditions.
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1.3
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A variation of these conditions is valid only if it is in writing and signed by
or on behalf of us.
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1.4
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No failure to enforce or delay in enforcing any of these conditions shall operate
as a waiver of any of them and no partial or single exercise shall prevent any other
or future exercise of that or any other right.
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2.1
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A contract shall arise between us on whichever is the earlier of our actual receipt
of your instructions (electronic instructions via Annuity Payer website, or other
written instructions in letter or facsimile transmission) to act or a renewal notice
issued by us and our acting upon your instructions.
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3.1
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Unless otherwise agreed, you are solely responsible for any deadlines concerning
your patent or patent portfolio. We will not monitor any deadlines concerning your
patent or patent portfolio and we will not take any actions unless we have received
instructions for you to do so
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3.2
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We shall not be liable for any loss due to your failure to instruct us in a clear,
complete and timely fashion and we shall not be under any obligation to take any
steps to preserve or to protect your rights further. Any instructions submitted
to the Annuity Payer website or otherwise submitted to us is deemed to be incomplete
until necessary payment has been received and verified by us.
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3.3 A condition to our acting on your behalf will be that you respond promptly,
clearly and completely to any request we may make for instructions, information,
technical data, documents and payment of fees. Failure to do so will be deemed as
incomplete instruction
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3.4
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You agree that we may rely and act upon instructions from your authorised agent
whose details you have supplied to us until we receive your written signed instructions
to the contrary
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3.5
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Subject to these conditions we will proceed on the basis that our duty to you is
to do what we consider is necessary properly to protect and preserve your rights
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3.6
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In order to provide the Services we may need to instruct local agents practising
in the jurisdiction of each relevant registry or other independent specialist providers.
The naming of any third party referral firm(s) in our correspondence is not intended
to give rise to any agency relationship. Each party is intended to be a principal
in its own right and the contract for the Services is between you and us only, in
accordance with these conditions.
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All official fee information (fees set by the patent offices) presented by us are
based on the posted official fees available in the public domain. Although we strive
to maintain the current and correct official fee information, we do not guarantee
the correctness of the fee information and they are subject to change without notice
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4.1
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Any sums of money that may at any time require to be converted from one currency
into the currency in which we have agreed to invoice you will be so converted at
our rates from time to time.
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4.2
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All charges are subject to variation in the light of changes to underlying charges
and/or for correction of errors.
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4.3
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On each occasion in relation to the renewal of a particular intellectual property
right, the fee present to you via the Annuity Payer website constitutes our best
estimate of the likely total aggregate fee likely to be payable in respect thereof
(including the Administration Charge, the Country Charge and the Official Fee) on
the basis that the transaction proceeds in an expected and standard manner. Your
instruction to us to proceed (whether express or, if otherwise so agreed, by failure
to instruct us not to proceed) shall constitute your acceptance of, and agreement
to pay such fee and, if applicable, to pay later after they have arisen and been
invoiced any supplements thereto that may arise or become appropriate in the light
of any unexpected work, change of circumstances or further expenses becoming necessary.
We shall submit to you an invoice for the amount of such estimate after your instruction
or deemed instruction to us to proceed.
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4.4
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VAT and any other relevant tax or duty payable, if any, by you on our supply of
Services shall be added to all fees.
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4.5
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You acknowledge that it is our policy not to pay accumulated annuities or back fees
arising in certain countries at the time of grant or acceptance of an application,
and it is your responsibility to arrange payment of such fees directly with your
associate
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5.1
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Unless otherwise agreed, any instructions submitted to the Annuity Payer website
or otherwise submitted to us is deemed to be incomplete until necessary payment
has been received and verified by us.
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5.2
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For services where you will receive invoices from us, payment of invoices shall
be made in full within 30 days from the date that our invoice is issued. Time shall
be of the essence of payment. Interest will be charged on any amounts overdue at
the rate of 1.5% per month or part thereof. We may suspend the supply of Services
to you where any amounts are overdue under any contract until all such amounts have
been paid.
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5.3
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If in our opinion your creditworthiness deteriorates before completion of performance
of our Services we may require full or partial payment of all or any fees prior
to performance or the provision of security by you in a form acceptable to us.
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5.4
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We shall be entitled to offset any amount owing to us from you against any amount
owed to you by us.
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6.1
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Each of you and we undertake to the other that it will not during the term of this
agreement or at any time thereafter use, divulge or communicate to any person, except
its professional representatives or advisers or as may be required by law or any
legal or regulatory authority or pursuant to performance of its obligations under
a contract made pursuant hereto, any confidential information relating to the other's
business, financial or other affairs which is not in the public domain concerning
the other party which may have, or may in future, come to its knowledge under the
provisions hereof and each of you and we shall use reasonable endeavours to prevent
the publication or disclosure of any such information. This provision shall not
apply to information already known to the receiving party prior to its receipt hereunder
or which subsequently comes into the public domain or its knowledge other than as
a result of a breach hereof.
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7.1
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Unless otherwise agreed, either you or we may terminate our provision of the Services
by giving to the other not less than one year's notice in writing expiring at any
time.
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7.2
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On or at any time after the occurrence of any of the events in condition 7.3, we
may suspend further performance of Services for you and/or terminate any contract
with you with immediate effect by written notice to you.
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7.3
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The events are:
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(a)
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you being in breach of an obligation under a contract with us;
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(b)
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you passing a resolution for your winding up or a court of competent jurisdiction
making an order for your winding up or dissolution;
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(c)
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your entering administration, the making of an administration order in relation
to you or the appointment of a receiver over, or an encumbrancer taking possession
of or selling, any of your assets;
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(d)
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your making an arrangement or composition with your creditors generally or applying
to a court of competent jurisdiction for protection from your creditors.
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7.4
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Upon any termination, any of your indebtedness to us shall become immediately due
and payable and we shall be under no further obligation to provide any Services
to you.
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7.5
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These conditions shall govern and be incorporated into every contract made by Annuity
Payer Limited ("us", "we" and cognate terms) or on our behalf with
clients ("you") for the provision of intellectual property related professional
services ("Services") and shall subject to condition 1.2 below prevail over
any terms or conditions contained or referred to in any documents submitted by you
or previously submitted by us or in correspondence or elsewhere.
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7.6
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The details of the Services that we shall provide to you are set out in our operating
procedures (the "Operating Procedures"). We may change the Services and/or
Operating Procedures at any time upon written notice to you.
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7.7
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Acceptance by you of, or instructions by you to perform, Services shall constitute
unqualified acceptance of these conditions.
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7.8
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A variation of these conditions is valid only if it is in writing and signed by
or on behalf of us.
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7.9
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No failure to enforce or delay in enforcing any of these conditions shall operate
as a waiver of any of them and no partial or single exercise shall prevent any other
or future exercise of that or any other right.
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