Version 2, Effective from 18 October 2023
These terms combine with each instruction form accepted by you through our client portal (or any instructions we may agree with you by email), to establish the agreement between us for the provision of our services. Any terms contained in an instruction form or agreed between us by email will override these terms if there’s any conflict between them.
We may need to change these terms at any time in response to legal or regulatory requirements, changes to our business or ways of working. If any changes affect existing instructions, we’ll give you advance notice of them and if we don’t hear from you within 14 days of such notice, we’ll assume that you’re happy with such changes.
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1. Who we are
2. What we do (and what we don't)
3. How we work
4. Fees, invoicing and payment
5. Indemnity for threat of infringement proceedings
7. Travel and expenses
8. Our liability to you
9. Termination and cancellation
10. Data protection
11. Protecting our business interests
12. Other important terms
1. Who we are
A. Springbird is the name for the IP practice carried on by Springbird IP Limited (we/us/our).
B. We’re a limited company registered in England and Wales under company number 13347797.When we’re engaged to provide our services, the agreement is between us and the client named in our instruction form (you/your). The term director refers to a director of Springbird. Our directors are listed at Companies House.
C. We’re authorised and regulated by the Intellectual Property Regulation Board (IPReg). This ensures we’re independent and act with integrity in the interests of our clients and the wider public.
D. If we refer you to any of the other companies in our Group, you should note that these are separate businesses from Springbird and aren’t regulated by IPReg.
E. We’re not authorised by the Financial Conduct Authority (FCA) or the Solicitors Regulation Authority (SRA).
G. Our VAT number is 428113615.
2. What we do (and what we don’t)
A. We advise on English and European Trade Mark and Design Law.
B. If you ask us to review legal documents that are governed by the laws of another country, we’ll assume you understand that our advice will only be based on how the documents would be interpreted under English law. If you require overseas legal advice, please tell us and we can instruct another firm on your behalf or refer you to them directly.
C. Although some of the work we do may have important tax and financial consequences, we’re unable to provide tax or financial advice. If such advice is needed, we can recommend someone who can help.
D. In respect of our subscription services, any exclusions will be set out in our instruction form.
3. How we work
A. Fixed fee projects and transactions
- Fixed fees will be based on an agreed scope of work subject to certain assumptions and exclusions which will be set out in our instruction form.
- Work undertaken on a fixed fee basis is subject to a minimum instruction fee of £500 plus VAT (unless our instruction form says otherwise).
- When we agree a fixed fee, we’ll stick to it unless any assumptions aren’t met (for example, because the scope of work has changed, or the project is taking longer than expected due to delays we’ve not caused) or if we’re required to do anything that was excluded.
- In the case of any transactional work, we’ll be entitled to invoice you for our fees (based on our standard hourly rates) and expenses even if the transaction doesn’t complete for any reason (unless our instruction form says otherwise).
- If you ask us to stop working on a fixed fee project, we’ll only charge you for the work we’ve done up to that point at our standard hourly rates (unless our instruction form says otherwise).
- If we are to incur disbursements on your behalf, we may ask you to pay those fees in advance as anticipated disbursements or upon receipt of invoice.
B. Infinitely Springbird subscription services
- Under our Infinitely Springbird subscription services, you’ll pay an annual fee for the first 12 month subscription term.
- On Tier1 and Tier 2 of our subscription, your subscription will automatically renew for subsequent periods of 12 months each unless you let us know in writing at least three months before expiry of the relevant subscription term that you don’t wish to renew.
- On our bespoke subscriptions, we will provide you with the fee for your next renewal in advance of the expiry date, and will automatically renew at that rate for a subsequent period of 12 months unless you let us know in writing at least one month before expiry of the relevant subscription term that you don’t wish to renew.
- You may cancel your subscription at any time on giving us one month’s written notice. However, we’re unable to issue a refund for any fees already paid and any further support after expiry of the notice period will be charged based on our standard hourly rates or on a fixed fee basis, as agreed with you.
- The subscription fee is payable annually in advance and will be invoiced at the commencement of each subscription term.
- We’ll notify you at least 45 days before the expiry of each subscription term of any change to your subscription fee for the following subscription term.
- Your subscription is subject to our Infinitely Springbird Acceptable Use Policy (as may be updated at any time) which we require you to comply with.
- Please see our instruction form for a list of matters and work types which are excluded from our Infinitely Springbird subscription service and any other limits or restrictions.
C. Hourly rate work
- In some circumstances, we’ll charge on an hourly basis at our standard hourly rates.
- If you want us to cap the amount of time we spend on any work (which means that we won’t go over the capped amount without agreeing with you first), please let us know before we start the work.
D. Where you engage us on behalf of a third party
If you’re another service provider (such as a law, trade mark or accountancy firm) engaging us to carry out work for you on behalf of a client of yours (Your Client):
- Your Client, will be our client and, to the extent they are applicable, these terms of business will apply to our engagement by you on behalf of Your Client.
- You may instruct us on behalf of Your Client and in accepting instructions from you, we discharge our obligation to provide information to our clients to you.
- You’ll be directly liable to us for all fees incurred for any services you instruct us to undertake for you, whether or not the ultimate recipient of those services is Your Client.
- You’ll provide us with sufficient details in relation to Your Client to allow us to meet our regulatory and statutory obligations, and we’ll not be liable to you or Your Client where you fail to provide any required information, or provide any inaccurate or misleading information to us.
- We’ll not be liable for any losses suffered by you or Your Client which are due to any action or inaction by you, including any failure by you to: (i) pass on any instructions or information from Your Client to us; or (ii) pass on any communication from us to Your Client, in each case promptly and in any event within any timescale required to allow any court or other statutory deadlines to be met.
- Except to the extent there’s any legal or regulatory obligation on us to do so, you’re responsible for carrying out all required checks and searches on Your Client and we’ll not be liable to you for any failure by you to undertake such checks.
E. Where we engage third parties on your behalf
Throughout the course of your instruction, we may need to engage overseas lawyers or third-parties on your behalf, in order to deliver our global portfolio management and enforcement service. As part of our arrangements with some of those firms, we may obtain discounted fee tariffs and hourly rates. Where such discounts are obtained, these will be passed on to you.
We may also receive reciprocal work from the firms we choose to work with overseas. However, our decision to engage third parties on your behalf will never be driven by any such reciprocal work arrangements; our aim and priority will always be to act in your best interests and obtain the best quality advice, at the best value for you.
You should however be aware that you if you are not comfortable with our choice of provider or their prices, you will always have the choice to use another service-provider; please just let us know.
4. Fees, invoicing and payment
A. Proposals and quotes: Any proposals or quotes we provide will be based on the information provided to us and will only be valid for 30 days from the date they were given.
B. Timing of invoices: Unless our instruction form says otherwise, we’ll invoice you for our services:
- Following delivery of first drafts of any documents or completion of any task or transaction (as appropriate), in the case of fixed fee projects or transactions.
- Annually in advance, in the case of our Infinitely Springbird subscription service.
- Monthly in arrears or when we’ve recorded a significant amount of time, in the case of hourly rate work.
C. Timing of payment: Unless our instruction form says otherwise, invoices for our subscription services are payable within 14 days from the invoice date and for all other services within 7 days from the invoice date.
D. How invoices will be sent: We’ll send our invoices by email to the email address provided by you. If this email address changes, you must let us know as soon as possible. If any invoice relates to a matter that is confidential within your organisation, please let us know whether the invoice should be sent to someone else.
E. References on invoices: If you need us to include a purchase order number or other reference on our invoices, you must tell us before we issue the invoice; otherwise the invoice will be valid and will need to be paid on time.
F. Payment of invoices: Payment of our invoices must be made directly into our bank account as stated on the invoice. We’re happy to confirm these details over the phone with you.
G. Questions about invoices: If you’ve got any questions about an invoice, you should raise them with us immediately.
H. Card payments: We use GoCardless to process payments, which may be subject to additional terms and conditions. GoCardless is operated by GoCardless Ltd and its affiliates. GoCardless (company registration number 07495895) is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017, registration number 597190, for the provision of payment services.
I. Late payment: Unless you’ve disputed any amount of an invoice in good faith, we may stop work on all your matters where any invoice remains unpaid after 30 days from its due date. We may also invoice you for interest and additional sums permitted by law.
J. Joint instructions: When two or more persons instruct us, each person will be jointly and separately liable to pay the full amount of our fees or expenses and any VAT.
K. Reviewing our rates: We reserve the right to review our rates at least once every year and, where we’re currently providing our services to you, we’ll notify you of any increases before they apply.
L. Questions around fees: We actively encourage you to access IPReg’s information sheet on legal fees and questions you may want to ask your legal advisers. We will be happy to answer any questions you may have. This can be accessed here.
5. Indemnity for threat of infringement proceedings
If we’re instructed to send a Cease & Desist letter, warning letter or threat of proceedings, we ask that you indemnify us against the risks of us being sued for making an unjustified threat of infringement proceedings. We may refuse to act for clients who do not provide this indemnity.
A. Legal privilege: The communications between you and our Trade Mark Attorneys are privileged under Section 87 of the Trade Marks Act 1994. This means that others, including the courts, are not entitled to discover the content of such communications where they concern professional advice. Privilege can be lost if said communications are disseminated to persons other than the addressee.
B. Loss of privilege: In rare circumstances, the courts may rule that such privilege is lost or does not apply. In that event we accept no liability in respect of any loss whatsoever incurred by you or any other party as a direct or indirect consequence of the loss or absence of privilege.
7. Travel and expenses
A. Travel time: If you ask us to travel then we’ll charge for the time spent travelling – though we’d always look to make the most of that time by working on your matters where appropriate for us to do so.
B. Travel expenses: If you ask us to travel, unless our instruction form says otherwise, you agree that we may invoice you for any travel expenses where the cost of an individual trip is less than £250. Mileage will be charged at a cost of 45p/mile.
C. Currency charges: Where we incur charges in foreign currencies or agree to bill you in a foreign currency, we will:
- apply an exchange conversion rate which is based on the spot rate at the time of billing, but which includes a margin (no more than 5%) to cover our conversion costs and currency risk; or
- use a third-party partner (specialising in the management and payment of IP-related fees around the world) to pay those fees on our behalf. This relationship allows us to pay overseas disbursements (on your behalf) in the local currency, at a fixed rate, and therefore minimise both our, and your, exposure to currency fluctuations. The partner we use charges a flat rate of 4% on top of the mid-market rate, plus an administrative fee of £1.50. These fees will be included within any quote we provide to you and will be invoiced on as part of your disbursement charges. If the ultimate cost to us is below that originally quoted, we simply charge the final cost price to you.
D. Other expenses: Unless our instruction form says otherwise, you agree that we may invoice you for any other expenses, for example, bank transfer fees, where these don’t exceed £50 each or £250 in total.
8. Our liability to you
A. Our duty of care: We owe you a duty to act with reasonable skill and care and in accordance with the Intellectual Property Regulation Board (IPReg) Rules for the Conduct for Patent Attorneys and Trade Mark Attorneys. If you engage our Trade Mark Attorneys to conduct litigation, they must also act in accordance with the IPReg Litigator’s Code of Conduct. This duty is owed only to you and not to anyone else. Our advice can’t be relied upon by anyone else unless we’ve agreed to this in writing. Our directors, employees and consultants will not be personally liable to you and you agree that any claim you may have will only be made against Springbird.
B. What we don’t accept liability for:
We don’t accept any liability for:
- advice given by us based on information or materials provided by you or by any third party which, knowingly or not, was incomplete, incorrect or misleading.
- advice given by any other professionals (such as accountants, tax advisers or foreign lawyers), including where we’ve recommended them or instructed them on your behalf.
- reports, such as trade mark search reports, given to us by third parties which are inaccurate or incomplete.
- advice given by us in relation to documents that are governed by the laws of another country, where you’ve decided not to obtain local advice.
- any loss arising from actions that you take or refrain from taking in relation to commercial or legal risks on which we have expressed an opinion.
- any decisions made by you based on opinions given by us of a commercial or legal nature.
- any changes to your situation or changes to the law or how it’s interpreted after we’ve given any advice, unless we should reasonably have known about such changes at the time.
- any failure or delay in providing our services which is caused by us having to comply with legal or regulatory requirements.
- any loss or damage incurred by any person other than you who relies upon, or acts or fails to act upon, any advice given by us to you.
- any loss or damage outside our reasonable control.
- any direct or indirect losses of anticipated savings, contracts, goodwill, opportunities, profits, revenues or any indirect or consequential loss or damage.
C. Limit of liability:
- If you’re acting in the course of your trade, business, craft or profession when you instruct us, you’ll be deemed a “trader” under UK and European consumer law. Unless our instruction form proposes a lower limit, our total liability to any trader for any claim or series of claims arising from the same circumstances, is limited to £1 million.
- If you’re an individual not acting in the course of your trade, business, craft or profession when you instruct us, you’ll be deemed a “consumer” under UK and European consumer law. If you’re a consumer, we’re responsible for loss or damage you incur that’s a foreseeable result of our breach or our failing to use reasonable care and skill.
- Should we engage third party advisers to assist in the delivery of our services to you, and you suffer loss or damage as a result of their engagement, insofar as we are responsible in any way for the loss or damage (including interest and costs) you incur, our liability to you will be limited to a fair proportion of your total loss or damage calculated by reference to the extent of our responsibility.
9. Termination and cancellation
A. Termination by you: Except in respect of our subscription services, where you must give us 30 days written notice to terminate, you may terminate your agreement with us at any time in writing.
B. Termination by us: We may terminate our agreement with you on reasonable written notice where we’ve a good reason for doing so, for example, if you don’t pay our bills, you fail to make any payment on account of our fees or expenses or a conflict of interest arises.
C. Payment on termination: Unless you’ve disputed any amount of an invoice in good faith, you must pay all outstanding invoices and for any fees or expenses incurred by us up to the time of termination. Where you’ve made any payment on account of our fees or expenses, we’ll repay such monies to you less such fees or expenses.
D. Cancellation: If you’re an individual and you’re not acting in the course of your trade, business, craft or profession when you instruct us, you’ll be deemed a “consumer” under UK consumer law. In such circumstances, where you’ve agreed to instruct us at any place other than our office premises, you’ve the right to cancel your instructions within 14 days from such date. If you cancel during this period, we’ll promptly repay any monies received from you, unless you consented to us starting work within that period, in which case you’ll have to pay for the work done up to the time of cancellation. Notice of cancellation can be made by phone, email or by any other means.
10. Data protection
B. When we’re a controller: We’ll generally be a controller in relation to any personal data provided to us by you or on your behalf and shall comply with our obligations under data protection law regarding such personal data. If you discover that any personal data provided to us is inaccurate or incomplete, or that you don’t have a lawful basis for providing it to us, you must let us know as soon as possible.
C. When we’re a processor: Sometimes, we may provide services as a “processor”, for example, if we’ve agreed to host a data room on your behalf. In such circumstances, we’ll:
- Only process personal data in line with your documented instruction
- Promptly notify you if we’re required by any applicable law to process personal data otherwise than in line with your instructions (unless applicable law prohibits us from doing so)
- Immediately notify you if, in our opinion, any instruction given by you infringes data protection law
- Ensure that anyone with access to personal data is subject to binding confidentiality obligations
- Considering the factors set out in data protection law, implement appropriate technical and organisational measures to ensure an appropriate level of security when processing personal data
- Not engage any other processor without your prior written consent
- Where you’ve consented to us engaging another processor, ensure that our contract with that processor contains terms substantially similar to, and not less onerous than, the terms set out in this paragraph and remain liable to you for the acts and omissions of such processors
- Considering the nature of the processing, assist you by appropriate technical and organisational measures, as far as possible, for the fulfilment of your obligation to respond to requests by data subjects to exercise their rights under data protection law
- Considering the nature of the processing and information available to us, assist you in ensuring compliance with your obligations under data protection law
- At your choice, delete or return all personal data to you after we’ve ceased providing our services relating to the processing, and delete any existing copies (unless applicable law or our regulatory requirements prohibit us from doing so)
- Make available to you all information necessary to demonstrate compliance with our obligations as a processor and, subject to agreement on scope and timing, allow for and contribute to audits, including inspections, conducted by you or another auditor nominated by you
- Notify you without undue delay if we become aware of a personal data breach.
D. International Transfers: If our services require transfers of personal data outside the UK, to a recipient in a country which does not have an adequacy decision under Article 45 of the UK GDPR, we will rely on standard contractual clauses (with supplementary measures where appropriate) or another appropriate measure in accordance with data protection law.
Where you engage us on behalf of a third party and such a transfer is required, this agreement incorporates the UK International Data Transfer Agreement version A1.0, which shall be completed as follows:
• The start date, parties, key contacts and data subject contact will be as set out in the instruction form.
• The governing law and primary place for legal claims shall be England and Wales.
• The Exporter (Springbird) and you will each be a controller of the Transferred Data.
• The UK GDPR does not apply to the Importer’s (your) processing of the Transferred Data.
• This agreement shall be the Linked Agreement.
• The Importer (you) may process the Transferred Data no longer than is necessary for the purpose.
• The parties cannot end the IDTA before the end of the term unless there is a breach of the IDTA or the parties agree in writing.
• The Exporter (Springbird) may end the IDTA as set out in Section 29.2 of the IDTA.
• The importer (you) may transfer on the Transferred Data to another organisation or person in accordance with Section 16.1 of the IDTA. There are no specific restrictions on the importer transferring on the Transferred Data.
• The parties must review the Security Requirements at least once each time there is a change to the Transferred Data, Purposes, Importer Information, Transfer Risk Assessment or risk assessment.
• The Security Requirements, Extra Protection Clauses and Commercial Clauses shall each be as set out in the Linked Agreement. The Security Requirements will update automatically if the information is updated in the Linked Agreement.
E. Definitions: In this section, the terms controller, processor, personal data, data subject, process (or any similar term) and personal data breach have the meanings set out in data protection law. For such purposes, data protection law means Regulation (EU) 2016/679 (the GDPR) as it forms part of the law of England, Scotland, Wales and Northern Ireland by virtue of section 3 of the European Union (Withdrawal Act) 2018 (the UK GDPR), the UK Data Protection Act 2018 and any other data protection laws applicable at any time in the UK, the EU or any EU member state.
11. Protecting our business interests
A. Why we need this clause: We employ and engage a highly skilled team of legal professionals and we invest heavily in their training and development. Where possible (particularly for subscriptions) we try to ensure that each client works primarily with the same individuals, as this helps us to provide a better service. Unfortunately, this way of working increases the likelihood that our team members will be solicited by clients, which can be very damaging for our business, so we need to include the following terms to protect our interests.
B. Restrictions: During the term of our agreement with you, and for a period of six months after, you won’t, directly or indirectly:
- Solicit, entice or induce (or try to solicit, entice or induce) for employment or
- Employ any legal team member (being a person who was employed or engaged by us at any time in the previous six months in a legal role, and with whom you had contact as a result of engaging us) without our prior written consent.
C. Liquidated Damages: Losing a legal team member causes us to suffer loss, including recruitment costs. Therefore, if you employ a legal team member, you agree to pay us the following sums, which represent a genuine estimate of our loss:
- 30% of the legal team member’s gross annual remuneration (excluding benefits and bonuses); and
- Where you’ve been a subscription client in the previous twelve months, the equivalent of your typical charges for six months’ worth of that subscription (based on an average spend over the most recent twelve month period of your subscription). We may agree that this charge can be offset against subsequent subscription charges, where you continue your subscription.
D. Other remedies: Even if we make a claim for liquidated damages, as set out above, this won’t preclude us from seeking additional damages or claiming injunctive relief.
12. Other important terms
A. Anti-money laundering and compliance: We’re required under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to identify and verify the identity of our clients and, sometimes, other individuals such as directors and persons having significant control over our clients. You agree to us making such checks using online databases. We’re also required under the Proceeds of Crime Act 2002 and similar laws to report any information which gives rise to money laundering or terrorist financing concerns to the National Crime Agency or other similar agencies. We may be prohibited from continuing work on any related matters while any investigation is ongoing and from telling you whether we’ve had to make such a report.
B. Client account deposits: As we don’t have any control over the financial stability of our bank, we can’t be responsible for the failure of our bank or monies lost due to such failure. In such circumstances, you may be entitled to compensation under the Financial Services Compensation Scheme.
C. Communication: We prefer to avoid using paper where we can and will generally communicate by email, phone, video call or your other preferred channels. If you’d prefer us to encrypt all emails with you, please let us know, otherwise all emails will be unencrypted. We’ll do what we can to ensure that all communication with you is secure but can’t guarantee that they always will be secure. We recommend that you run anti-virus software when opening any attachments sent by us.
D. Complaints: If there’s any issue with the service we’ve provided, please let us know and we’ll respond to it in line with our Complaints Procedure. In the unlikely event that we’re unable to resolve any issue between us at the end of our complaints process, you may be entitled to complain to the Legal Ombudsman. You must take your complaint to the Legal Ombudsman:
· within six months of receiving a final response from your complaint; and
· no more than six years from the date of act/omission; or
· no more than three years from when you should reasonably have known there was a cause for complaint.
Before accepting a complaint for investigation, the Legal Ombudsman will check that you have tried to resolve things with us. If you would like more information about the Legal Ombudsman, please contact:
post: Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ
phone: 0300 5550333
If you aren’t entitled to complain to the Legal Ombudsman, there are alternative dispute resolution bodies that are able to deal with complaints about legal services and if we agree to use such a scheme, we’ll inform you when notifying you of our final response to your complaint.
E. Conflicts of interest: If we become aware of any actual or potential conflict of interest between your interests and the interest of any other client of this firm, we may not be able to continue acting for you in a matter. If this happens, we’ll discuss it with you to agree the best way forward. If we become aware of, or have reasonable grounds to suspect a conflict of interest between your interests and the interests of our firm, or one of its directors, managers or employees, we will not be able to act for you, or continue acting for you. Similarly, if we become aware of, or have reasonable grounds to suspect a conflict of interest between the interests of our firm, or one of its directors, managers or employees, and those of a former client, we will not be able to act.
F. Confidentiality: We’re required to keep the affairs of current and former clients confidential, unless disclosure is required or permitted by law or you consent to such disclosure. We may be required to disclose confidential information to IPReg as our regulator, our insurers for underwriting purposes and the National Crime Agency, the police, or other law enforcement agencies, if we reasonably suspect the commission of a criminal offence or a risk of harm to you or anyone else. Where we’re concerned that we can’t accept your instructions without disclosing or using any confidential information of someone else, we may have to terminate our agreement with you.
G. Copyright: We own the copyright and any other intellectual property rights in all documents we create for you. Provided you’ve paid all invoices relating to the creation of any documents, you’re free to copy, modify and use such documents for the specific purposes for which they were created. If you want to use any documents for any other purposes, you must ask us for permission to do so.
H. Files and original documents: We store all emails and documents electronically and are required to keep copies for a period of 7 years after a matter is closed. After that time, we may delete them. We don’t hold onto original documents and either forward them to you, or destroy them, at your request.
I. Marketing: If you’re a corporate client, you agree to us using your name and logo (including any registered trade mark) on our website and marketing materials. If you’d prefer that we didn’t use your name and logo, please let us know.
J. Reasonable adjustments: As a firm, promoting equality and diversity is really important to us. If we can assist you by providing our services in a different way, don’t hesitate to tell us and we’ll investigate how we can make reasonable adjustments to our service and discuss our proposals with you.
K. Severance: Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
L. Transferring this agreement to someone else: We may transfer our rights and obligations under our agreement with you to another organisation. We’ll always tell you in writing if this happens and we’ll ensure that the transfer will not affect your rights under our agreement with you.
M. Waiver: If we delay or fail to exercise any right, power or remedy that we may have by law or under the terms of our agreement with you, this doesn’t mean that we waive such right, power or remedy now or in the future. Similarly, if we only exercise any right, power or remedy once or partially, this doesn’t mean that we’re prevented from exercising such right, power or remedy in full now or in the future.
N. Governing law and jurisdiction: The agreement between us will be governed by English law. If any dispute arises, such dispute will be subject to the exclusive jurisdiction of the English courts; however, we may pursue any claim for unpaid fees or expenses in any appropriate jurisdiction.
O. Authority: Whilst we are engaged as your IP representative, you give us permission to complete and/or sign your name on forms or documents required in order for us to carryout that role and your instructions.