Terms of Business

Wilson Gunn LLP is a limited liability partnership registered in England and Wales with number OC415970 and its registered office is at Blackfriars House, Parsonage, Manchester M3 2JA.

The following terms of business form the basis on which Wilson Gunn LLP undertakes work for clients.  These terms of business apply unless varied by prior written agreement.  In these terms of business, the expressions “we”, “us”, “our” or “the LLP” refer to Wilson Gunn LLP and the expressions “you” and “your” refer to our client.

1. Our relationship with you

Our agreement and our relationship is with the person or persons identified as our client or whom we have otherwise agreed to accept as our client.  We will owe a duty of care only to our client.  No other person or organisation may rely on our advice without prior written agreement and nothing will entitle any other person or organisation to rely on or enforce any term of our agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise except as provided below.

Your agreement and your relationship is solely with Wilson Gunn LLP which has sole legal liability for the work done for you by any individual working at Wilson Gunn and all aspects of our service to you.  No such individual, whether working as a member of the LLP, partner, employee, consultant or otherwise, assumes or will assume personal liability for work done for you or for any acts or omissions in connection with such work.  To the extent permitted by law, no such individual will have any personal liability (except for fraud), even if that individual signs any letter, e-mail or other document in his or her own name in the course of carrying out that work.  You and we agree that this provision is for the benefit of, and is to be enforceable by, all and any such individuals under the Contracts (Rights of Third Parties) Act 1999.

2. Consultations

At our discretion, the first 30 minutes of an initial consultation is free for prospective clients at our offices or by telephone or video conference.  After that we may make a charge for professional time.

3. Ongoing work

Work which we undertake in accordance with instructions may constitute an initial step in a continuing process which may lead to one or more consequent further steps incurring further charges.  This is the case, for example, where we take an action, such as initiating correspondence with a third party, filing an application for protection or requesting an official search or examination, which is likely to result in a response which we would then have to report.  Some likely further steps with example costs are given in our Patent, Trade Mark and Design leaflets which are available on request.  We will always minimise work on consequent further steps in advance of receiving further instructions.  However, instruction of an initial step in a continuing process will incur liability for our charges for necessary work on consequent further steps, unless abandonment of the continuing process has been instructed and actioned by us prior to the consequent further steps.

4. Representation

Our firm currently has direct rights of representation at the UK Intellectual Property Office (UKIPO); the European Patent Office (EPO); the World Intellectual Property Office (WIPO); as well as acting before the EU Intellectual Property Office (EUIPO) through Wilson Gunn (Europe).  We do not have direct rights of representation elsewhere and therefore we have to engage law firms in other jurisdictions to act on your behalf.  These law firms will act on our instructions on the understanding that we will be liable to pay their fees and disbursements which they incur on your behalf.  In turn, you will be liable to pay the fees and disbursements which these law firms invoice to us.  This is the extent of the relationship we have with these law firms, save that we may receive paid work from them. We will endeavour to inform you of any fees and disbursements incurred by other law firms, or estimates thereof, before such fees and disbursements are incurred; but the nature of such fees and disbursements may mean that they are incurred ad hoc without prior notification (for example, issuance and forwarding of an Office Action or Examination Report in another jurisdiction, for which foreign law firm charges may apply).  We are happy to discuss the choice of law firm we instruct on your behalf with you, and to instruct a firm of your choice.

We are able to advise you on English law and on EU laws as they apply in England and Wales.  In relation to the law outside England and Wales, we can advise you on the basis of advice we receive from foreign attorneys

5. Liability for charges

Charges arise where work is undertaken in accordance with authorisation or instructions and the person responsible for the authorisation or instructions is liable for payment including any VAT even where that person is acting on behalf of a third party or where work is billed to a third party, unless a different arrangement has been previously agreed.

Where instructions are given orally, but not confirmed in writing, charges arise in connection with work undertaken by us in accordance with our understanding and interpretation of those instructions.

6. Calculation of charges

Charges may be made up of professional time charges, fixed basic charges and disbursements.

Professional time charges are applied, at the appropriate rate, to professional time spent whether on professional work or travelling.

Basic charges apply where work is undertaken involving routine administrative and records matters, such as filing applications, paying official fees, etc.

Disbursements may be internal office costs such as typing, copying, etc, or external costs such as official fees, foreign associates’ fees, etc.  These may be charged at cost or with an added handling charge. A handling charge of 12% is added to disbursements incurred in currencies other than GBP.

All charges are subject to VAT in appropriate cases except certain official fees billed separately.

Discounts or reductions are only made for volume work or in other circumstances where economies can be passed on.

Charges will not be varied or deferred in dependence on success or failure and charging will not be substituted by a commission, or percentage of value or income, or any interest in the client’s business.

7. Information

Information is available on request including charging details of applicable hourly rates for professional time.

Estimates can be given for specific cases. Where an estimate is given and the actual cost is higher or lower billing will be adjusted accordingly and in the case of advance billing this may require a further bill or refund.

8. Payment

Payment is due within 30 days of receipt of our invoice.  Credit facilities are not available.  We reserve the right to apply statutory interest in respect of any invoice remaining unpaid within 30 days of the date of delivery to the client of that invoice, or within 30 days of completion of the service covered by the invoice where the invoice was raised in advance.

Any query or dispute concerning an invoice should be notified to us promptly and in any case within 30 days of the date of delivery.

New work may be undertaken conditional on advance payment which may be against an actual invoice, a proforma invoice or an informal request for funds.  It may also be undertaken conditional on payment for other work already undertaken.  In this case new work may not be undertaken, notwithstanding any loss of rights, if payment is not timely received and cleared, and properly identified as to its intended purpose.

Where we cease to carry out work or decline to act as a consequence of your failure to make payment, other breach of these terms or other reasonable cause, then you will have no claim against this firm, its partners, or employees in respect of any damage suffered (and waive any claim that you otherwise would have had) whether a direct or indirect consequence of our ceasing or declining to act.

Advance payments will be set against charges for work undertaken but will not attract any interest if there is any delay in charges or if any part of the payment is subsequently refunded.

We rarely keep money on account for clients, but if we do we shall not be liable for loss of client monies or considered negligent for loss of client monies in any way due to the choice of the bank at which we keep our clients’ money including, but not limited to, any liquidation or administrative proceedings which the bank may enter into voluntarily or otherwise (“a termination event”) while our clients’ money is deposited with it, nor shall we be liable to make any payment to any client in respect of any amounts which we have paid to the bank which may be irrecoverable from the bank as a result of a termination event.

The current Financial Services Compensation Scheme (FSCS) limit for compensation applies to each claim (this is not available to corporate clients unless they qualify as small companies), so if a client holds other personal monies at the same bank as we are holding that client’s monies, the total limit remains the same.  Note that some banks have several brands, where the same institution is trading under different names.  You should check either with your bank, the Financial Conduct Authority or a financial adviser for more information.  In the unlikely event that it becomes necessary because of a bank failure we assume you consent to the disclosure to FSCS of your details unless you advise us otherwise.

9. Interest on client account

Save where we have agreed the contrary with you, we account to clients for interest on money held in client account where the amount of such interest is £20 or more.

10. Ownership of files and documents

Work undertaken by us may involve preparation of documents and data, and assembly of files relating to that work.

The copyright and all other rights in documents and data remains wholly with us but on settlement of all charges made in connection therewith may be used by the client for the purpose for which the documents and data were prepared.

Files are assembled for our internal use and remain our property at all times whether or not work is current or is our responsibility.  Where file contents are required by the client or any third party we reserve the right to make any agreement by us to supply any such contents conditional on settlement of all outstanding charges to that client and on payment of our charges for extraction, back-up copying, delivery and any other expenses.  We will provide full details of personal data held by us, free of charge, if an individual requests such information through a Subject Access Request under the UK General Data Protection Regulation (UK GDPR).

Our files will eventually be destroyed when no longer active.  Please therefore let us know if you will require the return of any documents or materials supplied to us at the time those documents or materials are supplied to us.

Written details of our file retention policy are available on request.

11. E-mail and communication

We will communicate with you by e-mail should that prove the most appropriate method of communication.  Whilst we take all reasonable steps to try to identify any software viruses, any document or attachment may nevertheless contain viruses which our anti-virus software has failed to identify.  You should therefore carry out your own virus checks before opening any documents from us.  Furthermore, electronic transmission of information cannot be guaranteed to be secure or error free and information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected.  We and you each accept these risks and authorise e-mail and electronic communication between us and will each be responsible for protecting our own systems and interests in relation thereto.

12. Oral advice

We may answer enquiries over the telephone or in meetings on an informal basis. As these enquiries may involve an immediate answer to a complicated problem in respect of which we may not have received full instructions or accurate information, we shall have no liability to you in contract or tort (including negligence) for our answers unless confirmed in writing.  You should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us.

13. Privacy policy

Wilson Gunn is the data controller in respect of personal data (as defined by the UK GDPR and UK Data Protection Act 2018) that you submit to us.  Your personal data will be used by Wilson Gunn for the purpose of communicating with you to provide our services.  For further details of how your data will be treated, please review our Privacy Policy online at https://www.wilsongunn.com/privacy-policy or contact us.

14. Complaints

If you should have any complaints in relation to work undertaken by us, please initially raise the issue with the person responsible for the work.  If this does not satisfactorily resolve the issue you may formally initiate our internal complaints procedure by contacting the Senior Partner (or another Partner if the complaint relates to the Senior Partner).  If the issue is still not resolved you can contact the Intellectual Property Regulation Board (www.ipreg.org.uk) or the Legal Ombudsman (www.legalombudsman.org.uk).

Written details of our internal complaints procedure are available on request.

15. Termination and cancellation of work

Clients may cancel instructed work or terminate our engagement at any time.  We may terminate our engagement on giving reasonable notice.  On termination, charges may arise for work already undertaken and for any work necessary to implement termination.

16. Our liability

Please note the following important provisions which include limiting our liability to you to £10 million.

The term ‘mistake’ in the following provisions includes, but is not limited to, negligence, breach of contract, breach of trust or breach of any other duty to you.  Reference to ‘liability’ in the following provisions is to any liability that we are found by a court to have or agree that we have.

You agree that our liability to you for any mistake is limited in the following respects:

  • our maximum liability for any mistake (except for fraud) is £10 million including contractual and statutory interest, unless we agree a different amount with you in writing;
  • this overall limit applies whether the mistake affects just one piece of work we do for you or several, where it is the same or a similar mistake;
  • for the purpose of the overall limit, more than one mistake on a matter or transaction is considered as one mistake;
  • we are not liable for any indirect or consequential loss or loss of anticipated profit or other benefit, where the total liability together with any other liability exceeds £10 million;
  • we are not liable to the extent that our mistake results from something you do or fail to do or that a third party does or fails to do on your behalf, for example, giving us the wrong information, or not giving us information at the time we ask for it, or not putting us in funds at the correct time;
  • if you instruct other service providers (for example, overseas attorneys, counsel, searchers, draftsman) either directly or through us on any instruction we will not be responsible to you for the services, advice or information provided by, or for the fees and expenses of, those other advisers.
  • if others are also responsible for your loss or in respect of the same damage, our liability is limited to that proportion of the loss or damage which it would be equitable, fair and reasonable to require us to pay, whether or not you are able to recover the rest from the others. We shall not be liable to pay you the proportion which is due to the fault of another party;
  • if you accept any express exclusion or limitation of liability from another party, our total liability to you will not exceed the amount for which we would otherwise have been liable after deducting any amount which we would have been entitled to recover pursuant to the Civil Liability (Contribution) Act 1978, but are prevented from doing so as a result of any such exclusion or limitation of liability;
  • these limits on our liability apply to all current and any future work we do for you unless we agree different terms with you in writing.

We believe all the limitations on our liability set out in this section are reasonable having regard to our assessment of the amount of any likely liability to you if we make a mistake.

We have professional negligence insurance to a level which covers our liability to you under these terms. Details can be given on request.

If you consider that the £10 million limit on our liability is insufficient for your purposes we will consider whether we can provide a higher limit, at extra cost.

If you think we have made a mistake, we have no liability to you unless you let us know in writing about the mistake within three years of becoming aware of it, and start any legal proceedings about it within one year of giving us that written notice.  This provision will not increase the time limits which apply under the general law.

These limits apply to the extent that they are permitted by law or by our professional regulator. We cannot, for example, avoid full liability if our mistake causes death or personal injury.  If any part of our terms of business which seeks to limit liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, the remaining provisions will continue to be effective.

17. Jurisdiction

These terms of business and our relationship will be governed by English Law.  You and we each submit to the exclusive jurisdiction of the English courts

If you have any questions regarding our terms of business, please feel free to get in touch.

Last updated: May 2024

Wilson Gunn