Terms of Business: IP Services

1. Definitions In these Terms and Conditions, the following terms shall have the following meanings:

“Charges”	the charges payable by the Client to RWS for the Services as specified in the Contract or, if not specified in the Contract, as set out in the Price List.
“Client”	the company or other entity which has entered into a Contract with RWS for the provision of the Services and whose details are set out in the Contract.
“Client Materials”	any documentation, reference material and other material that the Client provides to RWS in order for RWS to provide, or otherwise in connection with, the Services.
“Confidential Information”	has the meaning given to it in clause 5.1.
“Contract”	has the meaning given to it in clause 2.3.
“Data Protection Legislation”	any applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party including (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (ii) the Data Protection Act 2018; and (iii) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
“Expenses”	the third party costs and expenses as are specified in a Contract, or which are reasonably and necessarily incurred by RWS in connection with the Services (including, without limitation, travel and subsistence expenses, and courier fees).
“Order”	an order from the Client for the provision of Services, which may be in such form and medium as RWS may from time to time accept.
“Platform”	RWS's web based portal at inovia.com.
“Platform Services”	those Services which comprise the validation and foreign-filing of patents using the Platform.
“Price List”	RWS’s standard scale of charges in force from time to time.
“RWS”	RWS Translations Limited (company number 01080416) whose registered office is at Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG, England; and any of its Affiliate, provided that the term “Affiliate” shall mean any company, organizational unit (such as branch) or other entity wherever in the world, which is a direct or indirect subsidiary and subsidiary undertaking of RWS Holdings plc (a company incorporated under the laws of England and Wales, company number 03002645).
“RWS Search Methodology”	RWS’s methodology for patent searches set out at https://www.rws.com/methodology, or available from RWS on request.
"Services"	(i) translation; (ii) patent filing; (iii) patent, non-patent and design search services; (iv) alert, monitoring and current awareness services; (v) IP documentation and/or (vi) such other services as are specified in a Contract.

2. Quotations and Contracts 2.1 Unless stated otherwise each written quotation issued by RWS remains open for acceptance by the Client for a period of not more than sixty (60) days after which time it shall automatically lapse and be withdrawn. The Client’s acceptance of a quotation constitutes an Order which is subject to acceptance by RWS in accordance with clause 2.3.

2.2 In relation to the Platform Services, the Client acknowledges and accepts that any instruction given by the Client using the Platform constitutes an Order which remains subject to acceptance by RWS in accordance with clause 2.3. Any estimate generated by the Platform is not a quotation for the purposes of clause 2.1 and is therefore subject to revision by RWS. Grounds on which RWS may (at its discretion) elect to revise an Order include, without limitation: the accuracy of the data collected from external patent databases, the timeliness of the Client’s instruction, whether special formatting is required, the parameters of the patent, and any sequence listings.

2.3 A contract between RWS and the Client for the provision of Services is only formed on the written acceptance by RWS of an Order (a “Contract”). Each Contract incorporates these Terms and Conditions, the Client Materials, and any document(s) expressly referred to herein or in the Order. A Contract may only be modified in writing by duly authorized representatives of RWS and the Client. Any standard or pre-printed terms and conditions contained on the Client’s purchase order, invoice or other document shall have no effect and shall not apply to the Contract.

2.4 Each Contract constitutes the entire agreement between the parties with respect to the provision of those Services specified in the Contract and supersedes and replaces any prior agreement between RWS and the Client with respect to those Services.

2.5 RWS may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.

3. Services 3.1 Subject to the following provisions of this clause 3, RWS undertakes that:

(a) it will exercise reasonable skill, care and diligence in carrying out the Services; and

(b) it will use reasonable endeavours to meet any date(s) for completion of the Services specified in a Contract, provided that RWS shall not be liable for any delay caused by the Client (including, without limitation, any failure or delay by the Client to provide any Client Materials, or any errors or omissions in the Client Materials).

3.2 In relation to Services which comprise translation work, the Client acknowledges and agrees that:

(a) a translation may read differently from the original language;

(b) RWS shall be under no obligation to indicate or correct errors or omissions in the Client Material;

(c) where the Client has specified a particular use for a translation in a Contract, the translation may not be suitable or appropriate for a purpose other than that originally specified;

(d) if the Client proposes to use a translation for a purpose other than that specified in a Contract, then changes may need to be made to the translation for which additional Charges may be payable;

(e) unless otherwise agreed, the Client is solely responsible for checking the numbering and numerals in any translations; and

(f) unless otherwise agreed in writing, all translation work is delivered to the Client by email at the Client’s sole risk.

3.3 Any changes to the Services under a Contract requested by Client, including changes to scope or dates for completion of the Services or changes to the Client Materials (“Changes”), must be confirmed by RWS in writing, provided that RWS shall have the right to adjust charges and time for completion of the Services accordingly. In no event shall RWS be liable to Client or to any third party for any claims, actions, damages, suits, liabilities, obligations, fines, costs, fees, charges, and any other expenses whatsoever arising out of or in connection with any delay or failure by RWS to perform the Services in case that RWS has not confirmed the Changes in writing or in case of Client’s failure to fulfill any of its obligations under a Contract.

3.4 In relation to the Platform Services:

(a) the Client agrees that it shall not claim or allege that a conflict is created which would prevent or restrict any patent agent engaged by RWS from acting for or otherwise representing any third party patent owner in relation to the filing of patent applications or the provision of related services. If the Client considers that such a conflict is or may be created, then, after the filing of the Client’s patent application, the Client may discuss the potential conflict with the relevant patent agent and, if it is agreed that a conflict does exist, RWS shall on request take commercially reasonable steps to ensure that the patent agent ceases to act for the third party patent owner;

(b) the Client agrees that RWS is entitled to charge late fees where insufficient time remains to complete a translation or a filing before a deadline without applying for an official extension or requiring additional resources to be deployed. RWS will use commercially reasonable efforts to agree any late fees with the Client in advance;

(c) the Client agrees to promptly sign any required power of attorney documents or other documents, and to send such power of attorney or other documents directly to RWS's agent before the relevant due date. The Client acknowledges and agrees that its failure to do so may result in additional fees being payable;

(d) the Client further agrees:

(i) to promptly answer all questions, including those asked by RWS's agents; and

(ii) to ensure that the contact person within the Client’s organisation has the authority to enter into the Contract; and

(e) the Client acknowledges and accepts that the decision whether or not to grant a patent is a matter for the relevant patent office and wholly outside the control of RWS or its agents.

(f) provision of the Platform Services by RWS shall be governed by these Terms and Conditions and by inovia Terms of Use available at https://www.rws.com/legal/terms-and-conditions/terms-of-business-ip/inovia-terms-use/.

3.5 In relation to Services which comprise search services, the Client acknowledges and agrees that RWS will provide such Services in accordance with, and subject to the limitations set out, the RWS Search Methodology.

3.6 The Client shall ensure that all Client Materials:

(a) are of a sufficient quality and integrity to enable RWS to provide the Services;

(b) do not infringe any third party's copyright or other intellectual property rights;

(d) do not breach any other law, statute, ordinance or regulation.

3.7 The Client agrees to indemnify RWS against any losses, liabilities, damages, costs and expenses (including reasonable legal fees and expenses) incurred by RWS as a result of or in connection with claims made or brought against RWS by a third party alleging that the Client Materials, or the use thereof by RWS (i) infringe the copyright or other intellectual property rights of any person, or (ii) are defamatory or otherwise libellous.

3.8 All Client Materials provided to RWS by the Client will be held or dealt with by RWS at the Client's risk, and the Client is solely responsible for ensuring that such Client Materials are insured against loss or damage while in RWS’s custody. RWS reserves the right to destroy or otherwise dispose of any Client Materials which have been in RWS’s custody for more than three (3) months following completion of the Services to which they relate.

3.9 The Services shall be deemed performed on completion of the performance of the Services as specified in the Contract.

3.10 RWS warrants to Client for a period of ninety (90) days from the date of delivery of any Deliverable (“Warranty Period”) that the Services shall substantially conform to all specifications, requirements and instructions set forth in the Contract. If the Services do not conform to the foregoing warranties, Client shall give RWS written notice during the applicable Warranty Period describing such non-conformity. RWS will use commercially reasonable efforts to, at RWS’s option, re-perform such Services, as applicable. If RWS is unable to re-perform such non-conforming Services within a reasonable period, Client may, as its sole and exclusive remedy, obtain a refund (for pre-paid fees) for the portion of the non-conforming Services.

3.11 EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 3, RWS, ON BEHALF OF ITSELF AND ITS AFFILIATES, ITS SUPPLIERS, CONTRACTORS AND AGENTS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS AND OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING USE IN OR IN CONNECTION WITH ANY CLIENT PRODUCTS, SERVICES OR BUSINESS) NON-INFRINGEMENT, OR TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR THAT ANY SERVICES OR DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS, ALL OF WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY LAW

4. Prices and Payment

4.1 Unless other invoicing terms are specified in a Contract, RWS shall invoice the Client for the Charges and any Expenses (together with VAT at the then applicable rate) on completion of the Services, provided that, where the Services take (or are reasonably expected to take) more than 30 days to complete, RWS shall be entitled to issue interim invoices.

4.2 In relation to the Platform Services, the Client agrees that if, prior to the nationalisation due date, a patent office increases the government fees that RWS is obliged to pay, then RWS shall be entitled to increase the Charges by an equivalent amount.

4.3 Unless other payment terms are specified in a Contract, the Client shall pay each invoice issued by RWS within thirty (30) days from the date of the invoice. If the Client requests that RWS invoice a third party in respect of any Services and such third party fails to pay the invoice by the due date, RWS is entitled to reissue the invoice to the Client and the Client shall pay such invoice in full on receipt. Notwithstanding the foregoing, the Client shall be primarily liable for any failure by such third party to pay the invoice, including any interest accrued as a result of such non-payment.

4.4 For the avoidance of doubt, the Client is not entitled to delay payment of an invoice issued by RWS as a result of any failure or delay in payment by the Client’s own client or customer, even where the Client has notified RWS that the Services are being provided for the benefit of such client or customer.

4.5 In the event of a bona fide dispute, the Client shall pay the disputed invoice (or, if applicable, the disputed part of the invoice) within seven (7) days of the dispute being resolved in RWS’s favour.

4.6 If the Client fails to pay an overdue invoice within seven (7) days of the due date for payment, then RWS reserves the right to exercise either or both of the following rights:

(a) to suspend or terminate some or all outstanding Contracts; and

(b) to charge interest at the rate of four per cent (4%) above the base rate for the time being of the Bank of England per annum from the due date up to the actual date of payment on all unpaid invoices, whether before or after judgment. Any such interest shall accrue on a daily basis.

4.7 RWS reserves the right to increase the prices in its Price List with immediate effect at any time and without notice.

5. Confidentiality

5.2 Confidential Information” shall mean any non-public information which is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder in any form which is (i) marked or identified as confidential at the time of disclosure; or (ii) of a nature or disclosed under circumstances that should reasonably be understood to be confidential, provided that the Disclosing Party generally treats it as confidential. Confidential Information may include, without limitation, business, technical, sales, operations, customer, supplier, financial, pricing, documentation, materials, data, IP Rights, the terms of a Contract or other information. Receiving Party agrees, during the term of a Contract or for a period of three (3) years from the date of receipt of the applicable Confidential Information (as defined below) hereunder, whichever is longer, that it shall (a) use such Confidential Information only for the purposes contemplated by a Contract (“Purpose”); (b) not disclose Confidential Information to any person, other than its Affiliates, employees, or agents who have a need to know such Confidential Information for the Purpose and who are bound by obligations of confidentiality and limits on use consistent with the provisions of this Section 6 (“Representatives”); and (c) use the same degree of care as it uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care. The Receiving Party shall be liable for any non-compliance with the terms of this clause 5 by its Representatives to the same extent it would be liable for its own non-compliance hereunder.

5.2 Each party shall keep information and documentation entrusted to it confidential and shall only use the same as required to perform the Services. The provisions of this clause 5 shall not apply to:

(a) any information which was in the public domain at the date of the Contract;

(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

6. Data Protection

6.1 In this clause, the terms “data processor”, “data controller” and “personal data” have the meanings given to them in the Data Protection Legislation.

6.2 The parties acknowledge that:

(a) the provision of the Services may require processing of personal data on behalf of the Client by RWS; and

(b) for the purposes of the Data Protection Legislation the Client is a data controller and RWS is a data processor.

6.3 RWS undertakes that in relation to any personal data that it processes on behalf of the Client it shall process such personal data only in accordance with the obligations placed on it by Data Protection Legislation and the terms of this Contract.

6.4 In accordance with the Data Protection Legislation, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the personal data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, RWS shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

6.5 RWS shall only process personal data that it processes on behalf of the Client in accordance with this Agreement except to the extent (i) alternative processing instructions are agreed between the parties in writing; or (ii) as may be otherwise required by applicable law.

6.6 The Client shall ensure that all instructions given by it to RWS in respect of personal data shall at all times be in accordance with the Data Protection Legislation. The Client undertakes that it shall obtain all necessary consents from data subjects and provide all information to data subjects that is required to be provided under the Data Protection Legislation for the processing of data in relation to the Services.

6.7 The Client shall indemnify and keep indemnified RWS against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this clause 6.

7. Non-solicitation

The Client agrees that it will not, at any time prior to the date falling twelve (12) months after the date of completion of the Services, solicit, directly or indirectly, the services of any employee or former employee of RWS or of any subcontractor of RWS who has at any time been involved with the provision of the Services. If Client breaches the terms of this clause 7, the Client agrees, by way of liquidated damages and not a penalty, to pay RWS a sum equal to six (6) months of the annual salary of the employee concerned. Notwithstanding the foregoing, nothing in this clause 7 will be construed to prohibit Client from hiring any person who, without solicitation or recruitment by the hiring party, responds to any advertisement for employment in a newspaper, electronic media or otherwise generally available public media.

8. Termination, cancellation and postponement

8.1 If the Client notifies RWS that it wishes, for any reason, to postpone or cancel any Services, RWS may (at its discretion) agree to such postponement or cancellation, subject always to the Client paying all Charges which have accrued and all Expenses that have been incurred up to the date of cancellation or postponement (as applicable). For the avoidance of doubt, nothing in this clause 8.1 shall oblige RWS to agree to any request for cancellation or postponement.

8.2 RWS shall be entitled to terminate a Contract with immediate effect and without liability if:

(a) it reasonably believes that the Client is or may be in breach of clause 3.5; or

(b) the Client commits a material breach of the Contract and (i) such a breach is incapable of being remedied or (ii) where the breach is capable of being remedied, the Client fails to remedy the breach within thirty (30) days of its receipt of a written notice requiring it to do so; or

(c) the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within thirty (30) days after RWS has given notification that the payment is overdue;

(d) the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or an order is made for the winding up of the Client (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the Client under the Contract).

8.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of RWS at any time up to the date of termination.

8.4 Upon termination or cancellation of a Contract; (i) Client shall pay RWS in full for all early cancellation fees, all Services performed, and all reimbursable costs, expenses and committed expenditures incurred by RWS up to the effective date of such termination or cancellation in accordance with the applicable payment provisions.

9. Liability

9.1 Subject to clause 9.3, in no event shall RWS be liable to Client for any indirect, consequential, special, incidential, punitive or exemplary damages of any kind, including, but not limited to, the following losses:

(a) loss of profit;

(b) loss of anticipated savings;

(d) loss of business opportunity;

(e) loss of use;

(f) loss of goodwill or any reputational damage;

(g) loss or corruption of data;

(h) any publication or printing errors, unless the final proof has been submitted to RWS for checking and approval prior to going to print;

(i) any errors in numbering or numerals, the checking of which is the sole responsibility of the Client; or

(j) any errors in any amendment or modification made by the Client to a translation, unless RWS and the Client have expressly agreed that RWS is responsible for checking such amendment or modification.

9.2 Subject to clause 9.1, the maximum aggregate liability of RWS under or in connection with a Contract, whether in negligence, for breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to an amount equal to the lesser of (i) one hundred per cent (100%) of the Charges payable under the Contract and (ii) one hundred thousand pounds (GBP 100,000).

9.3 The exclusions and limitation in clauses 9.1 and 9.2 shall apply to the fullest extent permissible at law, provided that RWS does not exclude liability for any of the following:

(a) death or personal injury caused by the negligence of RWS, its officers, employees, subcontractors or agents;

(b) for fraud or fraudulent misrepresentation;

10. Dispute Resolution

10.1 RWS and Client agree that any disagreements in relation to the Contract shall be dealt with in accordance with the provisions of this clause 10.

10.2 The parties shall attempt to resolve any dispute arising out of or relating to the Contract through negotiations between their appointed representatives who have the authority to settle such disputes.

10.3 If negotiations under clause 10.2 do not resolve the matter within thirty (30) of receipt of a written invitation to negotiate, then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

10.4 Until the parties have completed the steps referred to in clauses 10.2 and 10.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

11. Force Majeure

In the event of Force Majeure (which shall include, but is not limited to, strike, fire, epidemic, pandemic, industrial dispute, civil commotion, natural disaster, acts of war and any other situation which materially affects RWS's ability to undertake and complete the Services as agreed), RWS shall notify the Client as soon as it becomes aware of such event, indicating the circumstances. Subject to any such notification, either RWS or the Client shall be entitled to terminate the Contract by written notice with immediate effect if a Force Majeure event lasts for more than (30) days, subject to the Client paying RWS for all Services completed and Expenses incurred up to the date of termination. RWS shall not be liable for the consequences of non-performance or any delay in completion or delivery of the Services as a result of Force Majeure.

12. Assignment and Subcontracting

12.1 Neither party shall assign its rights or obligations under a Contract without the prior written consent of the other party, provided that no such prior written consent shall be required in case RWS assigns its rights or obligations under a Contract to any of its Affiliate.

12.2 RWS is entitled to subcontract some or all of the Services, provided that RWS shall remain solely responsible for the acts and omissions of its subcontractors.

13. Notices

13.1 Save as otherwise stated, all notices under the Contract shall be in writing.

13.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

(b) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

In each case notices shall be addressed to the other party’s registered address or, in the absence of a registered office, to the address specified in the Contract.

13.3 To the extent permitted by applicable laws, documents signed by electronic signature (including signature through DocuSign services or electronically scanned and transmitted versions of handwritten signature) shall be considered as documents in a written form with handwritten signature for all purposes and shall have the same force and effect as if signed by hand.

14. Waiver 14.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by RWS shall prevent any future exercise of it or the exercise of any other right, power or remedy by RWS.

15. Severability

15.1 If any provision of a Contract is or becomes illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of any other provision of the Contract.

15.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

16. Further Assurance

The Client shall at the request of RWS, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

17. Third Party Rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

18. Marketing Assistance

Client agrees as a part of the Contract to actively participate in RWS’s Customer Reference Program. Such participation includes use of Client’s logo in RWS marketing materials, press releases or speaking engagements, use of Client’s name in RWS’s regulatory filings, and Client taking calls from prospective RWS customers to share Client’s experiences with RWS’s offering.

19. Jurisdiction

Each Contract is governed by the laws of England and Wales and both parties irrevocably submit to the exclusive jurisdiction of the English courts, provided that nothing in this clause shall prevent RWS from taking legal action against the Client in any jurisdiction in which the Client carries on its business.

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