TERMS OF SERVICE – COMPLETE TEXT

These terms of service (the “Terms”) apply to all services performed by Leogriff AS (“Leogriff”), unless otherwise agreed in writing.

ACCEPTANCE OF TERMS

These Terms are enclosed to the written offer by Leogriff to the customer, and these Terms shall apply and be binding upon customer’s acceptance of the offer by Leogriff.

The specific consulting services to be provided by Leogriff will normally be specified in writing. For services of a limited scope and complexity, the service may be agreed orally or e.g. by a simple e-mail, in which case these Terms shall also apply.

These Terms are available on Leogriff’s website at www.leogriff.com.

WHO WE ARE

Leogriff is an independent Norwegian limited liability company which business is IP Management and Development consulting. We may also provide additional services such as searches, surveillance, and filings.

OUR SERVICES

Leogriff undertakes to provide professional services on a confidential basis and with due care and competence. Unless otherwise agreed in writing, we report in English. Our services may include as individually agreed:

Consulting

The consulting services are performed by Leogriff’s IPR Managers. Our consulting services may include, but are not limited to, the areas of IPR strategy, Research and Development projects, IPR management, Freedom To Operate or Infringement opinions, Second opinions, IPR Due Diligence and IPR value estimations. We may collaborate with other professionals assigned by you or selected by us.

Searches and surveillance

We provide search and surveillance services. These are based on the use of recognised databases.  Our  sources of information and search methodology will be specified in our search reports. For periodic surveillance services, search strings will be agreed with you.

Filings

We may provide drafting, filing and IPR maintenance services. These services may also be entrusted to partner companies, such as patent and trade mark attorneys.

NO LEGAL ADVICE

We are not lawyers, and unless specified in written terms, our advice or opinion shall not be considered a legal opinion. For legal issues and legal advice, qualified legal assistance must be obtained. Leogriff may advise or assist in selecting such qualified legal assistance.

CHARGES

The charges for our services are based on time spent and expenses. Expenses may include, but are not limited to: Patent Office or Trademark Registry fees or other public or official  fees or charges, fees to third party associates for specific services, as well as normal office services and currency conversion costs. We have no commissions when using third party services, but we add a reasonable premium to third party associate fees to cover administration, settlement of fees, coordination and correspondence with the third party associate, in addition to  time spent on a minimum of quality control of the work performed by the third party associate.

Urgent assignments may trigger an hourly supplement to our rates.

We reserve the right at our discretion to periodically revise the standard hourly rates.

Travel expenses will be charged according to guidelines applying to Norwegian state employees (“Statens Reiseregulativ”), a flat fee, or documented real costs, whichever is the most practical for invoicing and accountancy purposes.

Unless specified in writing, we will not guarantee the amount of charges by third party associates or public bodies, such as foreign IPR agents or Patent & Trademark Offices.

All charges are quoted exclusive of Value Added Tax (or “Merverdiavgift”), unless stated otherwise. All invoices are in Norwegian currency (NOK), unless otherwise agreed in writing.

If an estimate is provided, this is only an informal guideline and not binding. Due to the nature of the services provided by us, it is often difficult to estimate the time required to complete a particular job. It may in particular depend on input and information from customer, from Public Offices or from partner companies, for which we are not responsible.

For certain specific assignments, a fixed price may be agreed in writing. If a fixed price is given, it includes our regular fees and fixed expenses, but does not include disbursements which may vary for reasons outside our control.

CONFIDENTIALITY

All information entrusted to us will be handled confidentially. It may be shared within the company for the benefit of the assignment.

We may disclose who our customers are, but the nature of our work will not be disclosed without your written agreement.

We encourage the use of common communication encryption tools and offer various solutions including Microsoft Sharepoint Workspace for communication. Our client files and archives are on an encrypted platform.

CONFLICTS OF INTEREST

Before accepting an assignment from a new customer, we will evaluate possible conflicts of interest.

When including or recommending any professional services supplier, we will inform you in the case we have any interest in the company or if our relation to such supplier is not on an “arm’s length” basis.

ASSIGNMENT DESCRIPTION

Our assignments with you shall preferably be described in a written form, as part of a mail exchange or in a specific agreement. As far as possible, the following will be specified:  field of work, expected delivery (-ies), channels of communication, process, specific associates and collaborators involved, person responsible for each party, other relevant specific conditions.

LIABILITY

Our advice is given to you as our customer only, and should not be disclosed to or relied upon by any third party. We are not liable towards any third party for advice provided to you.

Our advice or services are provided on a ”best effort” basis, and customer’s use of our advice, services or opinion for its strategic, business or other decisions are customer’s sole liability.  This also includes the results of any search and surveillance reports. We accept no liability for consequences of our advice or services, except in case of gross negligence or wilful misconduct.

We accept no liability for mistakes caused by omitted or inadequate information given to us by our customers. Although we will seek to gather all relevant information, it is our customers’ responsibility to provide us with all relevant information to perform our services.

We may, on your behalf and after consulting with you, procure the services of third party associates for the performance of certain services. We will seek to select qualified, recognized and reliable third party associates for such services, and do our best to follow up their work and deliveries to you, but we accept no liability for their actions or omissions.

Unless specified in writing, we do not provide legal advice/opinions, and we accept no liability as to legal implications of our advice or opinions.

Under any circumstance we assume no liability for any indirect or consequential damages. No claims for damages or compensation shall be valid unless in writing and received by us without undue delay after customer gain knowledge, or reasonably should have known, about the event giving rise to the claim. In any event, no claim for damages may be raised after 12 months from the finalization of the assignment, as calculated from the date of the final invoice from us in the case.

We have a professional indemnity insurance of at least five million Norwegian Kroner (MNOK 5). Unless in case of gross negligence or wilful misconduct, the maximum liability for any assignments covered by our indemnity insurance is limited to MNOK 5. Our indemnity insurance may be limited to those parts of the assignments in which Leogriff is directly involved. The liability for damages caused by any of our subcontractors rest with the subcontractor.  For damages covered neither by Leogriff's nor any of our subcontractor’s indemnity insurance, our maximum liability shall be limited to the remuneration received from you for the assignment.

For damages not covered by our or any of our subcontractor’s indemnity insurance, our maximum liability shall be limited to the remuneration received from you for the assignment.

CUSTOMER’S OBLIGATIONS

You will provide us with all information relevant for the assignment we have been engaged for. Although we seek to gather relevant information through public sources, we normally rely on information from you.

You will be responsible for the instructions sent by any of your representatives, unless we have received written instructions not to accept instructions from the representative.

You will be responsible for ensuring that instructions have reached Leogriff in timely manner, and that they are being handled. You will update us as to whom our correspondence will be sent to, and contact data. If part of our assignment, we will advise you of due dates for specific action to be taken, but you should keep a record of any due dates yourself. We may rely on receipt in due time of information and documentation from you in order to perform certain services in a timely manner.

You will pay our invoices in due time. Following a warning, late or non- payment will result in late payment interests, or in us stopping our services. We will have no liability as to possible additional costs or loss of rights resulting from a service stoppage due to late or non-payment.

PAYMENTS

Our standard terms of payments are 15 days from invoicing. For late payments, an interest will apply in accordance with the Norwegian Interest on Late Payments Act (“Lov om renter ved forsinket betaling”).

We reserve the right to ask for a retainer fee for any assignment, filings or third party orders.

INTELLECTUAL PROPERTY

The customer shall be the sole owner of all intellectual property rights to results developed by us within the scope of the assignment.

We retain and reserve all rights to our own methods, techniques and know how used by us to perform the assignment, as well as any pre-existing rights held by us prior to the assignment and any rights to ideas or inventions outside the scope of the assignment.

If we develop ideas, possible inventions, suggestions for company names, trademarks, domain names or similar  which we consider may be of interest to you, but which is not part of our assignment, we will inform you, and discuss in good faith the possible transfer to you of such rights.

If our suggestions for company names, trademarks, domain names or similar are not to be used by you, we reserve the rights to such names or marks.

DISPUTES

The Parties shall seek to resolve any disputes amicably. For disputes not resolved amicably, Norwegian law shall apply and Oslo City Court shall be legal venue.

LEOGRIFF IS A REGISTERED TRADEMARK. COPYRIGHT © 2002-2013, LEOGRIFF AS. ALL RIGHTS RESERVED.