1. General

1.1. We will provide intellectual property consultancy and other services to you and/or a party assigned by you in accordance with the terms hereof unless we agree otherwise in writing.

1.2. “You” means the legal entity, individual or other entity who is our client and who instructs us.

1.3. “We”, “us” or “our” refers to the legal entities under the common brand Ivanov, Makarov & Partners.

1.4. Where we carry out work for you after you have received these Terms of Service or have received a link or other reference thereto (for example in our invoice), you will be deemed to have agreed to them unless you notify us otherwise.

1.5. Each certain engagement (matter) shall be treated as independent contract and its scope shall be determined by exchange of letters between you and us, including by email. The scope of a certain engagement may be set out in a separate agreement.

1.6. We will provide services in accordance with your instructions communicated to us by email. We expect that your instructions will be lawful, ethical, and practicable.

1.7. Unless you let us know otherwise, we will use email to communicate with you. However, you acknowledge that email is not completely secure or confidential, and agree to that risk. We do not routinely encrypt emails.

1.8. We will rely on you to make sure all officers, employees and agents of your organisation who give us instructions are properly authorized to provide instructions to us so that we may act on their instructions without reference to anyone else. However, if you have any special requirements (e.g., if we are to accept, or not to accept, instructions from any one person or to inform a particular person before acting on any instructions) or if you require us to follow any procedures to ensure confidentiality within your organisation, please let us know.

1.9. It is our practice to be in regular contact throughout a matter. We therefore do not propose to put in place any formal reporting procedure, but if you would like one then please let us know and we can discuss your requirements.

2. Our fees

2.1. The cost for our services will be calculated in accordance with our Schedule of Fees valid as of the day of your instruction.

2.2. The costs and expenses we incur on any engagement (including disbursements paid or required to be paid to a third party by us on your behalf and/or on behalf of a party assigned by you) will be included in the accounts we provide to you, in addition to our fees. Certain costs and expenses are incurred in-house. These include charges for telephone costs, in-house photocopying and printing, and flat fees for on-line searches and on-line research.

2.3. Unless we agree otherwise, we will bill you monthly.

2.4. Our invoices are payable in USD, EUR or other agreed currency within 30 days of the invoice date. Our invoices may contain equivalent amounts in different currencies, in which case you have an option to choose the currency of your payment depending on your preferences.

2.5. All payments are to be made to us by wire transfer. Applicable taxes will be added to our fees, disbursements (amounts we pay or are required to pay to a third party on your behalf).

2.6. Except as may be required by law, all fees, internal charges and disbursements we ask you to pay us will be paid free and clear of all deductions or withholdings whatsoever. If you are required by law to withhold any deductions or other amounts from any fees, internal charges or disbursements payable to us by you, you must pay us the sum that will, after the deduction or withholding has been made, leave us with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If we obtain the benefit of any tax credit or other relief by reference to any such deductions or withholdings, then we shall repay to you the amount (not exceeding the amount paid by you pursuant to the above) that, after that repayment has been made, will leave us in no worse position than we would have been had the deductions or withholdings not been required.

2.7. We send invoices by email unless you instruct us to send you original invoices signed by us.

2.8. We may ask you to pay a sum in advance for our fees and any disbursements and internal charges. If you do not meet our request, we may cease to work for you.

2.9. If you have a purchase order system, we would appreciate being provided with the purchase order at the earliest opportunity so that we can cross reference it with our bills.

3. Confidentiality and data protection

3.1. Documents sent to you by email and emails themselves (whether or not containing confidential information) will not be encrypted unless you request us, in writing, to encrypt outgoing email and we are able to agree with you and implement mutually acceptable encryption standards and protocols.

3.2. The information we receive from you will, of course, be kept confidential except to the extent you agree otherwise or where we are required to disclose it by law. We owe the same duty of confidentiality to all our clients, and it may be that while acting for another client we have received information that may be material to the job we are doing for you. You understand and acknowledge that we are nevertheless unable to disclose that information to you.

3.3. We will share your contact details, and those of your staff with whom we have contact, with other employees and affiliates in order to provide you with information relevant to your business, and to ensure your continuous access to publications, events and news in areas of interest to you. Where your employees supply their contact details to us, we will only use that personal data in accordance with applicable privacy regulations or as otherwise consented to by them.

3.4. We will use any personal information that you provide to us to provide services to you, to keep our client records up to date, analyse and help us manage our practice, for statutory returns and legal and regulatory compliance. We may also use the personal information to keep you up to date on legal developments and other services which we offer. Our work for you may occasionally require us to disclose the personal information to other third parties. Where any such third parties are not bound by existing duties of confidentiality, we will ensure that appropriate steps are taken to ensure confidentiality. If we intend to use the personal information you provide to us for any other reason, we will ask your permission before we do so.

3.5. We utilize third party service providers (including those that offer cloud services) in order to facilitate the provision of services to you. We evaluate all third-party service providers to confirm their adherence to (i) industry standard frameworks for information security to protect the confidentiality, integrity, and availability of data and (ii) applicable data protection laws. All third-party service providers operate under services agreements that require conduct that is consistent with our legal and ethical obligations.

4. Stored files

4.1. During the course of our work for you, we will provide you with originals or copies (which may include electronic copies) of your documents as needed in the course of our work, and will retain copies for our files. When our work on a file has been concluded, we may close the file. If you then want further documents from our files, please advise us. Otherwise, we may store our files off-site, and if you want documents from those off-site stored files, we may charge you an administrative fee for retrieval. We may retain or destroy documents in accordance with our file retention and destruction policy from time to time. We will advise you prior to the destruction of any documents and provide you with the opportunity to obtain the files to be destroyed at your own expense.

5. Acting adverse in unrelated matters

5.1. Without detracting from our duty of confidentiality to you, so long as we act in accordance with ethical requirements, we may without your consent act for other persons or entities whose interests are adverse to you or your affiliates in matters not substantially related to our engagement by you. The adversity may be in litigation, legislative or regulatory matters, or in transactions or otherwise, all regardless of type, importance or severity of the matter.

5.2. We agree, however, that we will not act adversely to you in any instance where, as the result of our representation of you, we have obtained sensitive, proprietary or other confidential information of a non-public nature that, if known to any such other client of ours, could be used in a matter in which we are retained by our other client to your or your affiliates’ material disadvantage, unless we screen our lawyers and paralegals who have such information from any involvement in the adverse representation. You also understand that we may obtain confidential information from other clients that might be of interest to you, but which we cannot share with you.

6. Termination of instruction

6.1. You may terminate our retainer at any time and for any reason. We will not cease to act for you without good reason and we will try to provide you with reasonable notice where appropriate.

6.2. In case of termination, you will remain responsible for all fees and disbursements up to the date of termination and for any fees and disbursements incurred on the transfer of your work to another firm (if applicable).

6.3. When termination occurs, papers and property that you have provided to us will, at your request, be returned to you promptly. Copies of papers we have created for you, which you may need but no longer have, will be made available to you. Our drafts and work product will belong to us. We reserve the right, subject to any applicable laws or rules of professional responsibility to the contrary, to destroy within a reasonable time any items described in this paragraph that are retained by us.

7. Complaints

7.1. We are committed to providing high quality advice and client service; we aim always to meet or exceed your expectations. However, should you have any issues with our service, you should not hesitate to raise that issue with us.