Revised January 9, 2022
1.1. These terms and conditions of business (“the Conditions”) apply to the provision of work carried out by IP Protection Limited (“us” or “we” or “IPP”) to the client (“you”).
1.2. Proposals (if any) shall be valid for 28 days from the date of issue, unless otherwise indicated.
1.3. Conditions shall form the sole basis of the contract between you and us notwithstanding anything to the contrary stated in your terms and conditions of business, unless we agree otherwise in writing.
1.4. In these Conditions:
1.4.1. reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced; and
1.4.2. headings will not affect the construction of the Conditions.
2. Your Instructions to Us
2.1. We may rely upon instructions given to us either orally or in writing by any person in your organisation that we reasonably believe to be authorised by you to communicate with us.
2.2. We may communicate with you by electronic mail. This is a proven method of fast, economic information exchange which will help us to ensure an efficient service to you. Information sent over the internet is not entirely secure and if you do not wish us to communicate with you in this way please let us know as soon as possible.
2.3. You represent and warrant that: (1) you are the owner of the copyrighted material, or (2) you have the requisite consent of the owner of the copyrighted material to instruct IPP.
3.1. We shall carry out work on your behalf to recover any loss, damages, usage fees or other sums owed to you. However, in the event of us deciding that there is no case to answer upon review of any information obtained we may withdraw from your instructions without notice.
3.2. You will provide us with accurate information upon which any work agreed is to be carried out.
4.1. This agreement may be cancelled by either party by giving 30 days notice in writing, subject to clause 4.2 below.
4.2. We may charge you any expenses incurred and management time provided, in respect of the cancelled order.
5. Confidentiality/IP Rights
5.1. All information / documentation supplied by us for the purposes of this agreement remains the property of IPP.
5.2. The information/documentation provided must not be given to any 3rd party without the written authorisation of IPP.
5.3. All terms and charges are offered to you only and are not to be released to any 3rd party without the written authorisation of IPP.
5.4. We will hold confidential information about you and your affairs in the strictest confidence. We will only disclose such information to a third party if required to do so by law or if you have given your prior consent to such disclosure.
5.5. You may request details that we hold about you at any time. We may charge a fee in relation to the provision of our records in response to such a request. If you believe that any of the information that we hold in relation to you is incorrect, please notify us immediately and we will correct any such errors as soon as possible.
5.6. We may refer to work undertaken on your behalf in proposals, marketing literature and other publications only with your express permission.
6.1. You agree to pay us ⅓
of any monies received in respect of the Conditions, relating to your claim, whether collected through IPP or an associate of IPP, such as IPP’s preferred Solicitors. You agree to pay any fees payable to IPP’s associates (if any) directly that you have been made aware of by IPP or the associate.
6.2. IPP may receive payment from the opposing side relating to IPP’s costs. For the avoidance of doubt, any such payment is outside of the scope of clause 6.1 above and is paid to IPP in its entirety.
6.3. You authorise us to receive payment of any loss, damages, usage fees or other sums owed to you. Upon cleared and available funds, we shall make payment to you after deducting IPP’s (and where applicable IPP’s associate’s) fee agreed in clause 6.1 above.
6.4. Invoices are payable within 7 days of the invoice date and time shall be of the essence. If any invoice that we issue to you becomes overdue then all invoices that we have issued to you shall immediately become due and payable.
6.5. We reserve the right to charge interest on overdue amounts at an annual rate of 4% over HSBC Bank Plc’s base rate ruling on the date payment is due.
6.6. If any of our invoices remain unpaid for 30 days we reserve the right not to carry out any further work on your behalf or on behalf of anyone connected with you until such invoices are settled in full.
7. Limitation of Liability
7.1. Subject to the provisions of the Conditions, the following provisions set out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
7.1.1. any breach of the Conditions; and
7.1.2. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
7.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Conditions.
7.3. Nothing in the Conditions excludes or limits our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.
7.4. Subject to Condition 7.3, we shall not be liable to you for:
7.4.1. any indirect or consequential, special or punitive loss, damage, costs or expenses;
7.4.2. loss of profit;
7.4.3. loss of business;
7.4.4. loss of revenue; or
7.4.5. depletion of goodwill.
7.5. You shall (in addition to, and without affecting, any other rights or remedies IPP may have whether under statute, common law or otherwise) indemnify and keep indemnified IPP and hold IPP harmless from and against all actions, claims, demands, liabilities, damages, costs, losses or expenses (including without limitation, consequential losses, loss of profit, loss of reputation and all interest, penalties, legal and other professional costs and expenses) resulting from any breach or non-performance by you of any of the provisions under this agreement.
8.1. All notices or other communications to be given under the Conditions shall be given in writing in English and, unless otherwise provided, shall be made by email or letter.
8.2. Any notice or other communication to be given by one party to the other under the Conditions shall (unless one party has by 15 days' notice to the other specified another address) be given to that other party at its business address.
8.3. Any notice or other communication given by either party shall be deemed to have been received:
8.3.1. in the case of notice given by hand, on the day of actual delivery;
8.3.2. if sent by email, on the day and time of receipt; and
8.3.3. if posted, on the second business day or, in the case of airmail, the fifth business day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid, provided that a notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.
9.1. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
9.1.1. the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
9.1.2. the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
10.1. The Conditions may not be assigned, licensed or otherwise purported to grant rights over or transfer the benefit of any parties’ rights or obligations under this Agreement without the written consent of the other party.
11. Data Protection Act
11.1. Both parties shall comply with their respective obligations under the Data Protection Act 2018 and each party shall provide the other, upon request, with such information as the other may reasonably require to satisfy itself as to the compliance of the party with such obligations.
11.2. Each party shall take such steps as the other may require to enable the other to comply with its own obligations under the Data Protection Act 2018.
12. Force Majeure
12.1. If one party is prevented directly or indirectly from performing any of its obligations under the Conditions by reasons of any war, flood, acts of God, riot, acts of civil or military authorities, fire or any cause whatsoever beyond its reasonable control (but expressly excluding strikes or industrial disputes affecting only that party’s employees) it shall be under no liability whatsoever to the other party for breach of its obligations hereunder resulting from such a cause.
12.2. In the event of such delay the affected party may defer the provision of the Services for an equivalent period of the act of Force Majeure.
13. Governing Law and Jurisdiction
13.1. The Conditions shall be governed by and construed in accordance with English law. You irrevocably submit to the exclusive jurisdiction of the English courts in connection with any matter arising from the contract between us.