The Little iP Company is the trading name of The Little IP Company Limited (Company number 15976356).

This document (‘Terms’) represents the terms which will apply to any professional work that The Little IP Company

(‘we’, ‘us’, ‘our’) carry out on behalf of you, our client (‘you’, ‘your’).

The Terms are set out for your benefit, as well as ours, and we ask that you read them carefully since they will form the basis for our ongoing relationship.

Equality and diversity

We do not discriminate on the grounds of age, disability, gender reassignment, relationship status, race, religion or belief or sexual orientation in deciding whether to accept instructions or in the provision of the services to you.

Your instructions

We can only work to your instructions. We will inform you of any relevant deadlines and the actions or instructions that we need in order to meet them. However, we rely on you to provide us with timely and complete instructions.

We accept no liability for any loss of rights that may arise if we are unable to complete a task because of a lack of

instructions from you. In some situations we may ask you to confirm oral instructions in writing before we can act upon them.

Our normal working hours are 9.30 am to 5.00 pm Monday to Friday. Instructions received after the office has closed will not be dealt with until the next working day. Our office will close on UK public holidays.

Updating information

Please also notify us if you change your name or address or if there is a change in the ownership of any of the intellectual property in our care. Such changes should be registered promptly with the relevant authorities or rights may be lost.

In the case of a change of ownership, it is advisable to consult us before drawing up an assignment so that we can advise on the best form of document.

Ongoing legal duty

We work on a retained basis, and have a professional duty to report to you any communications sent to us in our capacity as your agent or representative. Please therefore let us know if you are no longer interested in any of the intellectual property in our care, to avoid incurring charges for reporting or dealing with such communications.

For granted intellectual property rights then our professional duty as your recorded agent or representative is limited to reporting communications from the relevant office or third parties and sending you renewal reminders.

Nothing in these Terms should be interpreted as establishing a general retainer or continuing professional duty under which we are obliged to keep under review all previous advice.

Our charges

We act in a professional capacity on the understanding that our fees and any disbursements made on behalf of clients are paid in any event, regardless of the outcome.

Our charges are calculated mainly by reference to the amount of professional time spent. This includes time spent on correspondence, telephone calls, in meetings and travelling, as well as in preparing documents or otherwise dealing with a file.

Our hourly rate is £200 and confirmation of this or any fix fee will be set out in the letter of engagement and we will notify you promptly of any changes.

1 For some tasks we make a fixed charge which we will keep to regardless of the complexity of the matter. For these tasks, we can and will give firm quotations in advance. For other work, we are happy to provide estimates of future costs but these estimates can never be binding. This is because it is usually impossible to predict in advance exactly how much work will be involved in a particular task. However, where possible we will warn when cost estimates are likely to be exceeded.

In addition to time charges and standard charges, our invoices may include disbursements such as intellectual property offices’ fees and foreign representatives’ charges, which we have to pay on your behalf. Disbursements in foreign currencies will be converted to your billing currency (i.e. sterling for our clients in the UK) at the appropriate exchange rate on the day when we receive an invoice for the disbursement. We will apply an additional charge to disbursements to cover administrative costs and potentially unfavourable currency fluctuations.

Invoicing

Our normal policy is to send an invoice to you when a particular task has been completed, e.g. when we have filed a trade mark application, or submitted a response to an examination report. For ongoing matters, we invoice at the end of each calendar month. Our invoices are payable within 14 days of the date of the invoice.

Client money

For new clients, for existing clients with a poor payment history or for cases where we need to incur liability for disbursements when applications are filed, we may require payment in advance. If you require a pro forma invoice before payment on account can be made, please let us know. Further information about how we hold client money is available in our Client Money Policy located on page 7 of this document.

Payment

Payments must be in cleared funds and by bank transfer, as specified on the invoice. Payments by cash, debit card or credit card are not accepted. We will not accept payments from third parties.

If payment is not made in time, we reserve the right to charge interest of 8% as prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 on the outstanding amount, until payment is made.

In extreme cases of non-payment we may suspend further work or terminate our relationship with you as our client, which can result in the loss of your rights. We may also commence debt recovery proceedings against you for the recovery of the outstanding balance.

Client identity

Unless it is agreed otherwise in advance, the person instructing us (which may be an individual or an incorporated or unincorporated body) will be responsible for payment of our charges. This applies even if the person is instructing us on behalf of a third party (e.g. their client). We may agree to send invoices directly to a third party, but only on the basis that you remain liable to pay them to the extent that the third party does not pay them

when due. We also assume that the person instructing us has the right to do so, i.e. that this person owns the rights in question or is acting with the authority of the owner of the rights.

Before we first act for you, and from time to time while we continue to act, we may require you to provide proof of your identity and we may be unable to start acting until we have completed any checks necessary.

Anti-money laundering

We operate a comprehensive Anti-Money Laundering Policy as required by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002.

In certain circumstances and compliance with these regulations, we are legally required to ask for proof of your identification. We are entitled to refuse to act for you if you fail to supply us with appropriate proof of identity for yourself or for any principal whom you may represent.

2 Work delegated to third parties

Some of the work that we undertake may be delegated to other specialist firms. Examples include certain types of searches, and obtaining protection in foreign countries. We will not be liable for any default or negligence by such third parties.

Cancellation

We can withdraw our Letter of Engagement and these Terms if they have not been accepted by you, or if the

Services have not started, within a period of 14 calendar days from the date our Letter of Engagement and Terms were sent to you.

You can cancel your instructions, if we have not started the work, within a period of 14 calendar days from the date our Letter of Engagement and Terms were sent to you.

Termination of relationship

Our relationship is based on mutual trust and confidence. In the event of that coming to an end, it would be

undesirable for us to continue to act. Accordingly, we believe it is right that you should be entitled at any time to cease instructing us and similarly we should be entitled at any time to cease to act for you (subject in our case to any overriding professional requirement on us to continue acting).

We may only stop acting for you or refuse to carry out your instructions with good reason. For example, this may

be if you do not pay an interim bill, if you do not make any payment on account when requested, if you do not pay any invoice of ours or we are subject to a conflict of interest. We will, where possible, give you advance notice of our ceasing to act for you.

Any notice of termination must be made in writing.

Obligations upon termination

Upon termination you shall immediately pay any unpaid fees or other sums payable under these Terms.

Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe under these Terms.

Termination shall be without prejudice to any existing rights and obligations (under this Agreement or otherwise) that may already have accrued to or be incurred by either party and shall not prejudice nor affect any right of action or remedy that shall have accrued or shall accrue to either party. The obligations of the parties relating to confidentiality under these Terms shall survive termination.

Confidentiality

Except where disclosure of information is required by law, we will keep details of your affairs confidential. We regard these obligations as continuing even if we should cease to act for you.

Data protection

Full details on how we deal with your data is detailed within our Privacy Policy which can be found here:

https://www.littleipco.com/privacy-policy

A copy of the same can be provided upon request. We will use your personal data for the purpose of communicating with you and providing our services.

Unless you tell us otherwise, we may use your personal data to send you newsletters and other information about intellectual property issues.

When we apply to register intellectual property rights on your behalf, it is generally necessary to provide names and addresses of the owner of the rights and any designers, which may be published as part of the application procedure.

3 E-mail

It is our duty to keep your affairs as our client confidential. We will communicate with you by e-mail unless you confirm to us that you do not wish us to do so. Internet e-mail is not a secure medium, as messages can be intercepted, read and changed by someone else. Please bear this in mind when deciding whether to send information to us by e-mail.

Cybercrime

We cannot accept responsibility once an e-mail with any attachment leaves us. We have an anti-virus system installed in our network and therefore any communication sent by e-mail will be checked for known viruses. We reserve the right not to receive an e-mail until it has been checked for viruses and provision may be made for incoming e-mail and attachments to be quarantined.

File storage and ownership

Our files, physical and digital, are kept under normal commercial office filing and storage conditions, and will be destroyed in line with our File Retention Policy. Please therefore tell us if you require the return of any materials supplied to us.

Our files remain our own property. If work is transferred from us to another representative, we will either provide them with a copy of the file contents making a reasonable charge for the work involved, or give access to the file to allow them to extract the information they need.

We have a lien on your files and all other documents and materials and you agree that we can retain ownership of your files until we receive payment in full of our invoices for all matters in respect of which we have been instructed. Apart from the exercise of any lien, we will not obstruct or unreasonably delay a transfer of responsibility to a new representative. Further information is available in our File Retention Policy located on page 7 of this document.

Professional regulation

Gemma Ryan is a Chartered Trade Mark Attorney and regulated by the Intellectual Property Regulation Board (‘IPReg’) (www.ipreg.org.uk). As a regulated professional, it is Gemma’s responsibility to carry out professional work with due skill, care and diligence and with proper regard for the technical standards that are expected of her.

Gemma will only undertake work that is within her expertise or competence. Gemma shall at all times act with integrity, putting clients’ interests foremost, subject to the law and any overriding duty to any court or tribunal.

Conflict

All information regarding your business and affairs will be regarded as and kept confidential at all times unless you instruct us to disclose information or we are compelled by law to disclose it (in certain criminal proceedings or money laundering cases, for example). In order to protect your interests, we cannot act or continue to act in circumstances where there is a conflict of interest.

The rules regarding conflicts of interest are complex. In simple terms, a conflict of interest occurs in two situations: firstly, where we owe separate and/or distinct duties to two clients and these duties conflict or there is a significant risk that they will conflict; secondly, where your interests conflict, or there is a risk that they will conflict, with our interests. If a conflict of interest arises we will discuss the position with you and determine the appropriate course of action.

Client care and complaints handling

We are pleased to have the opportunity to work for you and we hope that you will tell us if you are not satisfied with any aspect of our services. We take all complaints seriously and will deal with them openly, constructively, and in accordance with our Complaints Policy, which can be provided upon request.

4 Exclusion and limitation of liability

We are insured by PAMIA Ltd (www.pamia.co.uk) which is a specialist mutual insurer for patent and trade mark attorneys, in compliance with the requirements of the IPReg. Any claim in connection with services that we provide (including a claim for negligence) will be the responsibility of Gemma Ryan.

Our liability for any loss suffered by you due to our negligence will be limited to the lesser of: (i) a sum representing a proportion of loss or damage which would be attributed to us by a court allocating proportionate responsibility, having regard to any contribution to such loss or damage by any other person, in proceedings for contribution under the Civil Liability (Contribution) Act 1978; and (ii) the limit of our professional indemnity insurance cover (presently £1,000,000) at the time the claim is notified to us.

Circumstances beyond our control (‘Force Majeure’)

A Force Majeure Event means any circumstance not within a party’s reasonable control including, but not limited to:

• acts of God, flood, drought, earthquake or other natural disaster;

• epidemic or pandemic;

• terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

• nuclear, chemical or biological contamination or sonic boom;

• any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

• collapse of buildings, fire, explosion or accident;

• non-performance by us or our subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

• interruption or failure of utility service.

The Affected Party shall:

• as soon as reasonably practicable after the start of the Force Majeure Event but no later than 3 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and

• use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

Provided it has complied with the paragraph above, the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under these Terms / terminate or cancel this Agreement.

Notices

All notices sent by you to us must be sent to gemma@littleipco.com. We may give notice to you at either the e-mail or postal address you have provided to us or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

5 Governing law and jurisdiction

The arrangements between us (whether contractual or noncontractual) are governed by the laws of England and Wales. We both agree to submit to the exclusive jurisdiction of the English courts in the event of any claim or dispute (whether contractual or non-contractual).

Acceptance

These Terms shall become binding and deemed accepted upon the earlier of you:

• confirming, by e-mail, your agreement and acceptance of our Letter of Engagement;

• instructing us to commence work in relation to the Letter of Engagement, by e-mail; or

• signing a copy of these Terms and returning the same whichever is the earlier.

You confirm, unless you advise otherwise, that if you are accepting our Letter of Engagement and these Terms on behalf of a business, company or other organisation, you have authority to bind that business, company or other organisation in the name of that business, company or other organisation.