UK Address for Service – Terms and Conditions
In these terms and conditions, the following terms shall bear their ascribed meaning:
“Address” means 27 Old Gloucester Street, London, WC1N 3AX or, if different, the registered office of the UK AFS and shall also include the email address [email protected] or such other email address as UK AFS may notify the UK IPO from time to time;
“Appointment” has the meaning given to it in paragraph 4;
“ECS” shall mean Elemental CoSec Limited a company registered in England and Wales with registered number 07707780;
“Fees” are the fees for the Appointment as specified to the Instructing Party;
“you”, “your” or the “Appointor” means the person whom the UK AFS will be accepting IP Correspondence on behalf of and as more particularly set out in the Instructions;
“Instructing Party” means the person providing the instructions to UK AFS, whether or not they are the same person as the Appointor or an agent acting on behalf of the Appointor.
“Instructions” means the details provided by the Instructing Party to UK AFS whether through the website, by email, phone or by any other means and as may be updated from time to time;
“Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and any other applicable legislation applying to money laundering or financial crime;
“Named Representative” means the individual specified in the Instructions to be contacted when UK AFS has accepted IP Correspondence on your behalf;
“Online Appointment” means an Appointment completed entirely through the website at www.elementalcosec.com, including the payment of Fees;
“Proceedings” means contentious proceedings such as: opposition, revocation, rectification, invalidity brought by a party in relation to the Specified IP and issued out of any court or tribunal in England and Wales or in relation to any arbitration in England and Wales;
“Specified” means the Intellectual Property set out in the Instructions;
“IP Correspondence” means Proceedings, communications from the UK IPO e.g. renewals or other Specified IP related communications;
“UK Address for Service”, ”UK AFS”, “we”, “our” or “us” means Elemental AFS Limited a company registered in England and Wales with registered number 14747732; and
“UK IPO” means the Intellectual Property Office of the United Kingdom Government or such successor or replacement body that is responsible for the registration of intellectual property rights in the United Kingdom;
- The Contract is formed between UK AFS and the Appointor and incorporates the Instructions and these terms and conditions.
- If the Instructing Party is an agent of the Appointor, then by completing the Instructions the Instructing Party confirms that they have full authority to bind the Appointor to these terms and conditions. The Instructing Party agrees that neither UK AFS nor ECS owe it any duty relating to the Appointment. All obligations of UK AFS and ECS are only owed to the Appointor.
- The Instructions must include the name and contact details of the Named Representative and you hereby agree to update UK AFS with any changes to such contact details or any change in the identity of the Named Representative.
- In consideration of payment of the Fees, UK AFS will act as your agent for the acceptance of IP Correspondence on your behalf at the Address in relation to all or any of the Specified IP and subject to these terms and conditions (the “Appointment”).
- In the event of an Online Appointment, UK AFS reserves the right to review the information submitted in the Instructions. If UK AFS has any reasonable concerns with the Instructions, or otherwise, UK AFS reserves the right to either amend the terms of the Appointment with your agreement or to terminate the Appointment and refund the fees.
- As soon as reasonably practicable after Proceedings, UK AFS will notify you by one of the means specified in the Instructions and seek your instructions as how best to deliver the documents served upon the UK AFS to you or your advisers.
- In the event that no response is received from you following notification by UK AFS, UK AFS shall use its reasonable endeavours to contact you by whatever means seem appropriate in its sole discretion but shall accept no liability for failure to contact you other than via the notified contact details of the Named Representative.
- UK AFS will follow your reasonable instructions relating to the despatch of the documents served on them and such despatch shall release the UK AFS from its obligations. UK AFS shall not have any responsibility to ensure or guarantee any receipt by you or your agent(s) of any documents received by UK AFS.
- We may also provide assistance with renewals of your intellectual property but this will be subject to a separate agreement and fees.
- You will be responsible for all administrative fees incurred by UK AFS with respect to the receipt and forwarding of documents. Such fees may include notarial fees, postage and handling fees and other reasonable fees. Failure to pay these fees within 15 days of an invoice, shall entitle UK AFS to terminate the Appointment.
- You may not use the Address for any other purpose unless otherwise expressly agreed with UK AFS.
- You may terminate this contract at any time by written notice to UK AFS, but such termination shall be without prejudice to any rights accrued to the parties prior to such termination and shall not entitle you to any refund of the Fees.
- Provided the Fees have been paid in full and, subject to the terms of paragraphs 5, 10 and 14, UK AFS may not terminate the Appointment other than in the case of material breach by you or the Instructing Party of these terms and conditions.
- Neither ECS or UK AFS are able to advise on intellectual property law including, without limitation, the validity of any intellectual property marks or of the strength or process around any Proceedings. If we deem appropriate or you request it, we may provide you with suggestions for law firms or other professionals who can advise on UK intellectual property law. In no event shall such suggestions be considered a recommendation and it shall entirely be for you to undertake all applicable due diligence on such third parties and to negotiate the terms of any agreement with such third parties.
- You will have no right of action against ECS or the UK AFS in respect of any failure to perform any duty hereunder unless such failure is due to negligence or wilful default. In any event, the total liability of ECS and the UK AFS will be limited to ten times the value of the Fees.
- Neither ECS nor the UK AFS shall be liable for any loss of profits, loss of chance, tortious liability, consequential loss or indirect loss.
- Nothing in these terms and conditions shall exclude any liability for death or personal injury arising from the negligence of ECS or the UK AFS, or any liability arising from the fraud, or fraudulent misrepresentations of ECS or the UK AFS or any other liability that cannot be excluded by law.
- You agree and understand that the Fees are substantively based on the limitations of liability included within these terms and conditions and that these limitations of liability are fair and reasonable in the circumstances.
- You will indemnify ECS and UK AFS against all liabilities, claims, costs and expenses arising in any way whatsoever whether out of the Appointment or otherwise unless such liabilities, claims costs or expenses are incurred because of UK AFS of ECS’s negligence or wilful default.
- UK AFS will use reasonable endeavours to ensure that it is able to accept IP Correspondence at the Address during normal working hours. However, if it becomes necessary for UK AFS to amend the Address, then UK AFS may amend the Address by giving not less than one months’ notice to you.
- Any notices to ECS or UK AFS relating to the Appointment must be given in writing at the registered office of ECS or UK AFS respectively. Any update of the contact details of the Named Representative or a change in the Named Representative may be communicated by any reasonable means to UK AFS, but will only take effect when UK AFS has confirmed the change in writing (which may include email).
- Any notices to be given to you may be provided to the Named Representative using any of the contact details provided in the Instructions, including email.
- Unless you confirm otherwise to us in writing, you hereby grant ECS and UK AFS a royalty free licence for and consent to the use of your name and/or logo in our marketing materials to describe you as a client of ECS and/or UK AFS. You may withdraw this consent and licence at anytime, but this shall not impact the use of your name and/or logo in any previous marketing materials.
- In the event of any conflict between these terms and conditions and the Instructions, these terms and conditions shall apply.
- No persons other than ECS, UK AFS or the Appointor shall have any rights under or in connection with the Appointment pursuant to the Contract (Rights of Third Parties) Act 1999.
- We may assign or transfer our rights and obligations under these Terms to any third party without your consent.
- If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
- These terms and conditions and the Instructions, will be exclusively governed by and construed in accordance with the laws of England and Wales. You and the Instructing Party agree that the courts of England and Wales will have jurisdiction over any claim, dispute or matter arising from or in connection with your relationship with ECS and/or UK AFS, including the enforceability of these terms and conditions. ECS and UK AFS have the right, in their absolute discretion, to commence and pursue proceedings in any competent jurisdiction(s).