STANDARD TERMS AND COMDITIONS

In these Terms and Conditions, “we”, “us”, “our”, and “DF Bluem” are used as a reference to Intagraf of One Embankment, 1 Neville Street, Leeds, LS1 4DW, England, United Kingdom, and “you”, “your”, “yourself” and “our client” are references to the person, legal or individual, with whom we contract under these Terms and Conditions. Any reference to “your client” is a reference to a third party for whom our client may act.

 

Any reference to “Terms and Conditions” includes these Terms and Conditions as varied by any applicable Letter of Engagement.

 

Our normal hours of opening are between 9.00am and 5.00pm on weekdays. Internal and external appointments outside those hours are by appointment.

 

SCOPE

 

These Terms and Conditions shall apply to all matters in respect of which we accept instructions from you to perform professional services. By sending us instructions and/or by allowing us to start work you shall be deemed to request that we perform services for you on the basis of these Terms and Conditions. If we agree to perform any such services then there shall be a contract between us and the contract shall be governed by these Terms and Conditions. We shall not, however, be obliged to accept any instructions from you. Each matter in respect of which we perform services may, at our option, be treated as a separate contract between you and us.

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OUR CLIENT

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Unless we are advised otherwise in writing, our client is the person, firm or company who first instructs us and you as our client shall be liable for payment of our bills and shall be bound in full by these Terms and Conditions, even if you represent a third party.

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If you ask us to issue invoices to a third party or arrange for a third party to settle our invoices, you remain our client and these Terms and Conditions continue to apply to you in full.

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Where we receive instructions from or on behalf of more than one person or entity, each such person or entity is our client and each is jointly and severally responsible for payment of our fees and expenses and each is bound by these Terms and Conditions.

 

ENGAGEMENT LETTER

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We aim to provide a high-quality professional service. Our professional duty is to act for your best interests using reasonable skill and care.

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When you first instruct us, we will issue a Letter of Engagement that will outline your key contacts at Bloom and other relevant specific information. We may also issue further Letters of Engagement from time to time which may include specific terms applicable to a specific instruction.

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These Terms and Conditions, together with the terms included in applicable Letter(s) of Engagement, shall constitute the entire agreement between us. If there is any conflict between these Terms and Conditions and those in any applicable Letter(s) of Engagement, the terms in the Letter(s) of Engagement shall apply.

 

ADVICE

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If you are an organisation, any person within your organisation may instruct us on your behalf, unless they clearly do not have the appropriate authority or unless you instruct us otherwise. We can rely on any information and instructions provided by such persons.

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We can take no responsibility for any failure to advise or comment on any matter that falls outside the limitations of our engagement. In addition, we accept no liability for any advice in draft form. We do not have any responsibility to update advice after it is issued.

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Any advice we give will be based on the information you supply to us. We assume that all information supplied by you or on your behalf is true, accurate and not misleading to the best of your knowledge and belief. We shall not be responsible for any loss or damage arising from reliance on information supplied by you or on your behalf, or arising from any inaccuracy or defect in any document or other information supplied.

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Our advice is given to you for your sole benefit or for the benefit of your client and solely for the purpose of the instructions to which it relates. We accept no liability in relation to any other party relying on our advice without prior written permission.

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For as long as we are instructed by you, you give us authority to complete and sign in your name, or on behalf of your client, such forms and documents as are necessary to carry out your instructions. You agree to indemnify us in respect of all resulting costs, claims, demands and expenses.

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TIMING AND FORM OF INSTRUCTIONS

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We accept instructions by email, post, fax or orally. Where instructions are given orally, we will make a written note which will form evidence of the instruction.

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We rely on clients to provide timely, clear, complete and accurate instructions. We accept no liability for instructions which are late, unclear, incomplete or inaccurate.

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Whilst we endeavour to meet time limits, we do not accept liability where instructions are received late, particularly within five working days of a deadline.

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We will endeavour to inform you of time limits but do not undertake to give reminders or act without instruction.

Additional charges may be incurred for late instructions or payments.

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We are not liable for delays caused by circumstances outside our reasonable control and are entitled to reasonable extensions where necessary.

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MINIMUM INSTRUCTION

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In the absence of specific instructions, we shall assume we are instructed to take the minimum steps necessary to complete the project objectives. However, if you become insolvent, enter administration, breach these Terms, or fail to provide payment on account, we reserve the right not to incur further time or expense.

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UPDATING INFORMATION

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You must promptly inform us of any changes relating to :

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• Primary contact

• Name and contact details

• Ownership or changes affecting Intellectual Property

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We accept no liability for loss arising from failure to notify us of such changes.

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ELECTRONIC COMMUNICATIONS

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We will normally communicate with you by email, post or fax.  Given that emails sent over the Internet may lack security and jeopardise confidentiality, we cannot accept responsibility for any disclosure to other parties as a result of the interception of such communications.  

 

We cannot accept responsibility for corruption in the information communicated to or from you, or its non-receipt or late receipt by you or us of such communications. You should let us know if any documents or information should not be sent by email or over the Internet to you or on your behalf.

 

We advise you to carry out your own virus checks on any electronic communications. We cannot accept responsibility (including in negligence) for any viruses or other malware (or their consequences) that may enter your system or data by these or any other means.

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INSTRUCTING THIRD PARTIES

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During the course of our work for you or your client, we may need to instruct third parties, such as overseas manufacturers and agents, patent attorneys, designers, prototyping providers etc, to perform the required work.  You authorise us to instruct such third parties directly.  You may be required to sign appropriate confidentiality agreements or similar documents to engage such third parties.   Such third parties are not part of, or connected with or associated with us in any legal or commercial way.  We choose these third parties with care, depending on the requirements of any given situation.  We are not liable for any default or negligence by such third parties.

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OUR CHARGES

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Our charges are based on either a fixed fee, hourly rate or commission rate, which will be highlighted in the quotation we provide. If we agree to work with you on a fixed fee, the fee quoted will be the entire sum you or your client has to pay towards the services detailed in the Letter of Engagement and Quotation. Our fixed fee includes all disbursements, phone calls, letters and advice throughout the terms of our engagement.

 

If we agree to work with you on a hourly rate, our hourly rates are based on the seniority and experience of the professional staff concerned. Our hourly rate charges are calculated at the rates that are current when the work is carried out.  We reserve the right to review and adjust our pricing structure from time to time. ​

 

If we agree to work with you on a royalty commission, the royalty commission we receive will be defined in our Letter of Engagement to you, and will be a percentage of the fee charged and payment/s you received as a result of your Product and or your Intellectual property rights being sold or licensed to a third party.   ​

 

We do not pass on any soft disbursements (such as photocopying charges), and we minimise the fixed fees that most agencies charge.  We do have some fixed fees i.e prototyping costs but we do not charge a fee for e.g. organising the production of the prototypes etc. unlike most firms in our profession.  In addition, we have flexibility in relation to cost and are more than willing to discuss different charging models. For example, we offer retainer arrangements for some of our larger clients.

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Invoices are typically payable within 30 days.

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VAT

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Any estimates or quotations given by us will exclude VAT which will be charged to clients based within the European Union on our fees and on those expenses and disbursements that are liable for VAT.  If VAT is not to be charged to entities outside the UK, you will provide us with your VAT number for us to include in any relevant invoice.

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PAYMENT ON ACCOUNT

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We may require you or your client to make payments on account, particularly in respect to a fixed fee arrangement and large items. When we make such a request, we will usually not carry out any instructed work until the requested payment has cleared into our bank account.

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ESTIMATES

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If requested, we will give estimates of future charges. We will do so in good faith, based on our knowledge at the time, to assist you in budgeting your expenditure.  Such estimates should not be viewed as fixed price quotations (unless being quoted as a fixed price) or binding upon us, unless we agree with you to the contrary. If, during the course of carrying out work, it becomes apparent to us that our charges are likely to significantly exceed our estimate, we will try to obtain your permission before exceeding our estimate. If you would like to set an upper limit on the charges that may be incurred without prior reference to you then please let us know.

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EXCHANGE RATES

 

When we issue an invoice in Euros or US dollars we convert our fees into the relevant currency using the prevailing buy/sell exchange rates posted at ukforex.co.uk at the time of billing. We do not charge any additional costs for operating in US dollars or Euros. When we pay a disbursement on your behalf, the cost passed on to you is the disbursement cost converted into GBP at the time the disbursement is incurred. We do not apply an uplift for paying foreign currency fees but we do charge an administration fee to cover dealing with the payment and bank charges.

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LATE PAYMENTS

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If a requested payment on account is not made or if an invoice remains unpaid after the payment period on the invoice, we reserve the right to suspend all work on your behalf. We are entitled to charge interest at the HSBC Bank base rate plus 4% on any overdue account. This is without prejudice to our right to invoice for work undertaken before such suspension and to take legal action for the payment of our costs. You will be responsible for the consequences of the suspension of work, which may include the irrevocable loss of, or failure to obtain, rights.

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REVIEWS OF CHARGES

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On occasions special arrangements may be agreed on our charging where particular circumstances justify it. However, unless such arrangements include specific terms relating to reviews, we reserve the right to review such arrangements on a bi-annual basis from their start date.

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CLIENT MONIES ON ACCOUNT

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Occasionally, we may be required to hold money on account for you. In the normal course of events, any funds held by us on your account will be held in a current account which will not pay interest. However, in the event that any interest is paid, we are not liable for payment of such interest to you.

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FILES

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We do not hold paper files. Our files are electronic.

 

We hope to build and develop long term relationships with our clients and would hope that you never wish to move your work elsewhere. However, if you would like to transfer your work to another firm, we will co-operate to send electronically any relevant files to the new firm at no cost, assuming your account with us is up to date or that you have committed to an agreed payment plan for clearing your account. We will keep the electronic files for as long as we judge reasonable or as required by UK law. If you subsequently require hard copies we will make them at your cost. Unless you tell us otherwise, we will assume that you are content with this arrangement. Original documents such as agreements, assignments, licences and registration certificates will not knowingly be destroyed.

 

CONFIDENTIAL INFORMATION

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In the course of our work for you we are likely to receive information that relates to you or your client. We will keep such information confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances, such as by our professional indemnity insurers or by our auditors or any other professional advisers appointed by us from time to time.

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Only information known to those individuals having conduct of or working on matters to which these terms relate shall be taken into account in determining the scope of our responsibilities to you. We have no obligation to disclose to you information outside the scope of our engagement with you. We are under no obligation to disclose to you (or your client), or to use on behalf of you (or your client) any information in respect of which we owe a duty of confidentiality to a third party.

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IP SEARCHES

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Any searches you request may be carried out by us, by patent and trade mark offices or by independent specialist searching firms. Due to the inherently uncertain nature of searching, as well as the limitations and occasional errors in classifications, indices, computer databases and official records, no search can be guaranteed for comprehensiveness or accuracy. We will endeavour to point out any particular limitations when reporting search results. However, you accept that failure to identify a particular document or item in a search does not itself justify a cause of action against us.

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INDEMNITY FOR THREAT OF INFRINGEMENT PROCEEDINGS

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When we send any warning communication on behalf of you or your client to a third party, you agree, on your own behalf or on behalf of your client, to indemnify us against the risks of our being sued for making an unjustified threat of infringement proceedings. Your agreement to this means that we can maintain our objectivity in contentious matters, which may not be the case if we were to become a party to any proceedings.

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CONFLICTS OF INTEREST

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Our professional rules do not allow us to act for two clients who may have conflicting interests in a particular matter. Our Code of Conduct says the following on this issue : “A person must not act where his/her interests conflict with those of a client or of a former client, or where he/she knows or has reasonable grounds for suspecting that the interests of any partner or person or staff of his/her firm, conflict with those of a client or of a former client.”

 

The Code of Conduct does allow us to act for two or more clients, or former clients, on any given case where there may be conflict but only if all of the parties have given their informed consent in writing. However, we feel that in any conflict or potential conflict situation, the right thing to do is for us to decline to act for either client (or former client) and to recommend alternative representation for both.

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We are committed to fostering strong client relationships and are happy to discuss with you at any time what you or your client would consider to be a conflict for your or your client’s business. 

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CONFLICT CHECK

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When a potential new client comes to us, we will undertake a “conflict check”. This will include as a minimum a check with all relevant persons that acceptance of a named client is not likely to compromise the interests of a client already on our books.

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COMPLAINTS

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We aim to build good, strong and trusted relationships with our clients. However, we appreciate that from time to time, difficulties and misunderstandings can arise. If you have any issues, we would encourage you to discuss your concerns with the member of our professional staff dealing with your work. If this does not satisfy your concerns, the following steps apply :

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You must write to us clearly defining your complaint and provide us with 28 days in which to remedy such complaint. Should we be unable to remedy such complaint, the matter will be settled by mediation in accordance with the CEDR Model Mediation Procedure and the mediation will start, unless otherwise agreed by us, within 28 days of you issuing a request to mediate. In the event of the matter not being settled by mediation within [14] days of commencement of the mediation or within such further period, the matter will be resolved by arbitration.

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TERMINATION OF OUR RELATIONSHIP

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You may terminate our relationship at any time by writing to us. We may terminate our relationship with you where we have good reason to do so (including non- or late payment by you of our invoices or failing to provide payment in advance where so requested) by giving you reasonable notice in writing. In either case, if the relationship is terminated we will require you to pay our charges and expenses up to and including the date of such termination by reference to the hourly rates applicable at the time of the work together with all further sums due to us or to any third party incurred on your behalf prior to the date of termination.

 

EXCLUSION OF LIABILITY

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We shall not be liable to you or your client for any failure or delay or for the consequences of any failure or delay in performance of your instructions if it is due to any event beyond our reasonable control including, without limitation, war, acts of God, industrial disputes, protests, fire, storm, explosion, national emergencies, acts of terrorism and failure of third party telecommunications and computer systems. We shall not be liable to you or your client in any circumstances for any loss damage cost or expense arising from any dishonest deliberate or reckless misstatement concealment or other conduct on the part of any other person. We shall not be liable for loss of profits or savings or any indirect or consequential loss or damage suffered by you or your client arising from or in connection with our services.

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YOUR CONTRACT

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Your contract is with us. All employees have no individual liability to you.

 

LIMIT OF LIABILITY

 

The limit of our liability shall be the maximum level of professional liability insurance that we have in place to cover any claim made against us. The sum insured is currently GB £5 million, subject to limitations. We review the sum insured periodically for perceived adequacy given the size and nature of our business. The sum insured is the sole responsibility of ours and we shall have no additional liability regarding its adequacy. A copy of our current certificate of insurance is available on request. The limitation shall not apply to any liability on our part for death, personal injury or fraud, or where such limitation is prohibited by law. The provisions of this clause shall continue to apply notwithstanding the termination of our engagement for any reason. If you or your client consider that there may be circumstances in which you or your client might suffer loss or damage arising from or in connection with our services which is irrecoverable or exceeds the amount recoverable under these Terms and Conditions, you or your client may wish to consider organising your own insurance accordingly.

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LITIGATION

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If you or your client are involved in litigation (including arbitration) either as a claimant or defendant there are a number of issues of which you should be aware. The following is particularly relevant in proceedings in the UK, and may apply more widely. Please ask concerning other jurisdictions. The courts have wide-ranging powers and discretion to decide which party or parties should bear the costs of litigation and in what proportion. You are responsible for paying our fees even if the court orders another party or other parties to contribute towards your or your client’s costs. In all cases involving a dispute that may lead to court proceedings the need to comply with court rules places responsibilities on clients and lawyers. Under the UK Courts and Legal Services Act 1990, lawyers have a statutory duty to the court to act with independence in the interests of justice together with a duty to comply with relevant professional conduct rules. These duties override any obligation that the lawyer may have (otherwise than under the criminal law) if it is inconsistent with them.

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DATA PROTECTION

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By instructing us you are consenting to our use as data processors of relevant personal data as appropriate in the course of our professional services, including any transfers of such data outside the European Union and sending to you and/or members of your organisation information about our services that may be of interest to you.

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In the case of clients who are individuals you agree that we may process/disclose personal data in connection with (a) the carrying out of credit checks and the taking of credit references; (b) client identification procedures; (c) conflict of interest checks; and (d) the delivery of our services.

 

You also agree that we may send you and/or members of your organisation information about our services that may be of interest to you. This may include seminar, hospitality events and legal updates. If at any time you or any member of your organisation does not wish to receive such information from us, please let us know.

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THIRD PARTY RIGHTS

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For the purposes of the UK Contracts (Rights of Third Parties) Act 1999 it is confirmed that our services are only provided for our named clients and our terms of engagement are only enforceable by you or us and not by any third party.

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INDEPENDENCE

 

Intagraf is an independent contractor and is not employed or affiliated to you or your Client. This Contract does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in the Terms and Conditions and Letter of Engagement.

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GOVERNING LAW AND JURISDICTION

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You irrevocably agree that English law shall apply to the construction and interpretation of our relationship and that the English courts shall have exclusive jurisdiction to resolve any disputes arising in relation to it.

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ALTERNATIVE TERMS

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The above terms will apply until varied or replaced with alternative terms agreed with you in writing.

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TERM OF CONTRACT

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Your countersigning a copy of these Terms and Conditions signifies your agreement with them. However, they shall come into effect in any event on our acceptance of your new or continuing instructions to act on your behalf and shall remain in force until terminated or superseded by replacement terms.

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ACCEPTANCE OF TERMS

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Notwithstanding, that these terms which will automatically apply when we provide all or any part of the services to you, we require you to confirm your acceptance of these terms by signing this document.

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