TERMS OF ENGAGEMENT
The purpose of this document is to set out the standard terms of engagement, on the basis of which Sonnenberg Harrison Partnerschaft mbB and Sonnenberg Harrison Partners Sarl accepts instructions from, and undertake work for, our clients. These terms govern the professional relationship in the absence of any supplementary or overriding contractual arrangements. If you have any questions or concerns about these terms, you should clarify them with us before proceeding to ask us to carry out work on your behalf. This is important because any instructions that we receive from you are only accepted on the basis that you have read, understood and accepted these general Terms of Engagement.
The collaboration between the two independent companies Sonnenberg Harrison Partnerschaft mbB, based in Germany, and Sonnenberg Harrison Partners Sarl, based in France, is a close one and we have offices or addresses for services in further countries. We act for local and foreign corporate clients, investors, funded start-ups, cooperative research centres, and research institutes that are serious about their intellectual property and are in a position to exploit it.
Our aim is to enhance the businesses of our clients and to maximise their competitive advantage by assisting them strategically to capture, develop and commercially exploit their intellectual assets. To do this, we employ legal and technically qualified professional as well as support staff at every level within our organisation. Our charges generally reflect the level of professional expertise that we provide and the value that we add to our clients’ businesses.
We may not accept instructions if we think either that we would not be able to add significant value to a prospective client’s business, or that a prospective client is not in a position to pay fees commensurate with the quality of service we provide. We believe that this “win-win” philosophy enables us to provide the highest possible levels of service and advice to our clients.
Attorney Responsible for each Client
It is our policy to appoint a Senior Attorney or Partner of the firm to be ultimately responsible for managing the relationship with each client. The responsible person may delegate aspects of the work to the most appropriate colleague having regard to the level of expertise and technical specialisation required for each matter. The responsible person for each client will, however, maintain an overview of the work and can be contacted at any time to address any specific queries or concerns.
We work as a common team and will inform you of the members of the team working on your behalf. This enables us to maintain relative continuity in work flow and a high degree of responsiveness, notwithstanding occasional but inevitable absences from the office by individual team members.
Instruction of Third Parties
It may be necessary for us to use third parties, such as translators or foreign agents, to carry out some aspects of your work, such as translation of documents or filing of intellectual property rights or law suits in foreign countries, and corresponding with other others. We shall instruct these third parties on your behalf and will invoice any charges for these services directly to you. These third party charges will be separately highlighted on our invoices.
Before starting any substantive work based on new instructions, we will endeavour to confirm our understanding of those instructions in writing. We will also endeavour to provide you with an estimate of the charges that are likely to be involved in undertaking the work. In the absence of any other agreement we shall apply our standard scale of fees and charges that we can provide on request.
We will try and contact you promptly if we become aware at any stage that a previous estimate is likely to be exceeded. Fee estimates will be provided in writing except in matters of urgency, in cases where you have explicitly indicated that this is not required, or in cases where this understanding is implicit on the basis of a long-standing relationship.
Standard Fees and Charges
Our fees are primarily calculated in accordance with a regularly updated schedule, the details of which can be provided to you upon request. Our fees are usually based on hourly rates, pre-set scale items, or a combination of both. Hourly rates are charged in six–minute units and vary according to the expertise of the professionals involved, as well as the nature of the work performed. Our charges may further be adjusted to take account of the skill level required, the urgency of the matter, the level of value added, the level of risk involved and other relevant factors. We may also vary our charges on a case by case basis to account for the use of our unique precedent libraries, knowledge management systems, and other intellectual capital.
In the event that your matter falls under the provisions of the German “Gesetz über die Vergütung der Rechtsanwältinnen und Rechtsanwälte” (Law on Attorney’s Fees), then you should be aware that we shall invoice you at an agreed hourly rate and that you may not receive a complete reimbursement of all costs should you prevail in a court case. The minimum fees that you will pay are set under the Law and are based on the so-called “value in dispute” which is the monetary value of the case. We can provide you with further details on request.
Disbursements and Tax
Any disbursements such as travel expenses, official fees, consultants’ fees and foreign associates’ charges will be billed to you. In addition, any Value Added Tax or other taxes, such as stamp duty, that are applicable will be passed on to you and will also be itemised separately on our invoices. Unless indicated otherwise, however, our fee estimates are exclusive of GST. No VAT will be levied for clients based outside of Europe or for those clients entitled to use the European Union’s reverse charging procedure.
Billing Arrangements and Trading Terms
We will generally bill you either at the end of a project, such as the filing of a trade mark or patent, or on a monthly basis, unless at our discretion the circumstances of a particular case dictate otherwise. Unless agreed otherwise, our payment terms are 7 days from the date of invoice. We ask you to raise any queries on the invoice within 30 days of receipt. We reserve the right to charge interest at 9% (5% if you are a consumer) over the current base rate of the European Central Bank per annum on any amounts overdue, and also to initiate legal proceedings for debt recovery if any invoice is overdue by more than 60 days. Should we incur costs in connection with collection of fees or disbursements, these will be recoverable from you, in addition to the interest charges.
Acting as Agent
We or a related entity may agree to act as your undisclosed agent (or “man of straw”) in cases where you do not wish your identity or involvement to be disclosed. If we do, you agree to indemnify us against all costs and liabilities we incur. Those costs and liabilities include our fees and disbursements. In cases where a legal action is unsuccessful, they may also include the other party’s legal costs and damages and the costs of complying with the orders of a court or other body. We may seek funds or other security or protection from you in advance as a condition of acting as your agent.
We may seek payments in advance to cover anticipated fees and expenses in any new matter and to seek major disbursements in advance in ongoing matters, particularly where these are likely to be of a significant order of magnitude. We reserve the right at our sole discretion to undertake independent credit enquiries on any client at any time. It is also our policy to assign internal credit ratings to all of our clients and these are reviewed on an ongoing basis. We reserve the right to pass credit information to our debt collectors, and to notify credit agencies of any serious default.
Modes of Communication
We will endeavour to communicate with you in whatever mode that you prefer. Our preferred mode for routine communication is generally electronic, particularly telephone and e-mail. In communicating via these means, our clients accept, because of the possibility for unauthorised interception, manipulation and non-delivery, that security, confidentiality and data integrity cannot be absolutely guaranteed. Unless clearly stated otherwise, any opinion or advice provided in electronic form should also be regarded as expressing the views of the individual author and subject to final confirmation on letterhead. We are happy to encrypt communications if you wish and supply us with an encryption key.
Privacy and Confidentiality
Consent to use and disclosure
In order for us to provide services to you, we may need to disclose information provided by or with respect to you (‘Information’) to third parties such as government authorities, courts, foreign patent and trade mark agents or lawyers, renewals agents, counsel and experts. For the purposes of conducting our business, we may also disclose information to between our two companies in Germany and France.
In order to provide our services, we also rely upon back-office, non-professional services provided by non- attorney entities, including IT, insurance, finance and accounting services.
You consent, on your own behalf (or if you are asking us to act on behalf of another person or entity, on behalf of that person or entity), to the sharing of Information for these purposes.
Conflicts of Interest
In the event of our becoming aware of a conflict of interest at any stage, we shall alert you to the fact. We would also proceed actively to resolve the conflict as promptly as possible, following established principles of law, professional ethics, and good client relationship management.
Disposal of Documents
We reserve the right to dispose of our files at any time beyond ten years following the date of completion of a matter. As a matter of policy, this is defined as the date of the last written communication on our file or our final invoice (save for correspondence or accounts associated solely with renewals), whichever is later. We maintain in electronic form all correspondence and will only retain hard copies of documents explicitly required for safekeeping, such as court orders or patent and trademark certificates. The hard copies will be forwarded to you on request.
Restrictions on Use of Advice
Unless previously agreed by us in writing, no advice, service or information provided by us to any client may be used or relied upon by any third party. We will accept no liability in respect of any third party’s use or reliance in contravention of this restriction.
Failure to Comply with Terms
Failure of any client to comply with our terms of engagement may, at our sole discretion, result in temporary suspension of work, or permanent termination of the engagement. This may also result in our declining to accept further instructions from you.
Terms and Termination
Any work that we undertake on your behalf will be deemed to be conducted on the basis of these terms and conditions, unless they are subsequently modified or waived by another written agreement, to which we are a party. Either party may terminate our engagement on a particular matter or generally, by giving notice to that effect at any time. Should this occur, you will continue to be responsible for our fees and charges and for any costs incurred or accrued before the date of termination, in addition to any fees, charges and costs arising from any consequential work that we may subsequently be required to do including, but not limited to, recovery of outstanding debt.
Right of Lien
In the event of termination, by either party and for any reason, we shall retain all files until such time as all charges have been rendered, all outstanding fees have been paid, and all other obligations have been satisfied.
Subject to these terms and conditions, your acceptance of which is confirmed by your electing to instruct us, we welcome you as a client of the firm. We look forward to working in close partnership with you, to maximise the value of your business by capturing, exploiting and leveraging your intellectual property.