Terms of Service

 

BY CLICKING THE “SIGN UP” BUTTON, YOU SUBMIT TO RENEWALSDESK LTD, A COMPANY INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 08876399 WHOSE REGISTERED OFFICE IS AT 1A HILLGATE PLACE, LONDON, SW12 9ER, UK (“WE”, “US”, “OUR”), AN OFFER, ON BEHALF OF YOURSELF OR THE LEGAL ENTITY ON WHOSE BEHALF YOU WISH TO BE GRANTED ACCESS TO THE SERVICE, TO SUBSCRIBE TO THE SERVICE UNDER THESE TERMS OF SERVICE. YOU HEREBY REPRESENT AND AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THAT LEGAL ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY, OR IF YOU OR THAT ENTITY DO NOT AGREE TO ANY OF THESE TERMS OF SERVICE, WE ARE UNWILLING TO PROVIDE ACCESS TO THE SERVICE, AND YOU SHOULD NOT CLICK TO ACCEPT THESE TERMS OF SERVICE AND YOU SHOULD NOT PROCEED FURTHER.

 

Definitions

“Account Data” means any data entered, uploaded or shared with us by or on behalf of the Account Holder while using the Service or Website.

“Account Holder” means an individual, a limited company, or other business entity, which has a RenewalsDesk Account;

“Patent Renewal” means the periodic renewal of patent rights (whether pending or granted) to maintain those rights in force by paying periodic fees to the applicable patent office, variously but not exhaustively referred to by patent offices as ‘annual fees’, ‘annuities’, ‘maintenance fees’, or ‘continuation fees’;

“RenewalsDesk Account” means a current subscription to the Service, regardless of whether the subscription requires a regular fee or is free of charge;

“Service” means the Patent Renewal services including access to our RenewalsDesk software, Patent Renewals processing, and account management support provided by us;

“Website” means the website(s) from which we make the Service available.

 

RenewalsDesk Account

Application for RenewalsDesk Account

If we accept an application for the creation of a RenewalsDesk Account, we will confirm this by email and at that point a legally binding contract will be created between the Account Holder and us, subject to these Terms of Service (to the exclusion of all other terms).

We reserve the right, at our discretion, not to accept an application to create a RenewalsDesk Account. This may be due to technical constraints, due to legal obligations or for any other reason.

The Account Holder must ensure that the Account Holder’s details provided to us in support of its RenewalsDesk Account application are complete and accurate, and that these are updated as soon as possible, following any change in those details.

Access to and use of RenewalsDesk Account

The Account Holder will be responsible for ensuring the security and confidentiality of usernames and passwords, assigned to, or created by, the Account Holder or any of its authorised users in order to access or use its RenewalsDesk Account and/or the Service. The Account Holder acknowledges and agrees that it will be solely responsible for all activities that occur under its usernames and passwords. The Account Holder must promptly notify us upon becoming aware of any unauthorised access to or use of the Service, and provide all reasonable assistance to us to bring an end to such unauthorised access or use.

As a condition of these Terms of Service, when accessing and using the Service, the Account Holder must not:

  • permit any third party to access or use the Service or use the Service on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
  • attempt to undermine the security or integrity of our computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
  • use, or misuse, the Service in any way which may impair the functionality of the Service or Website or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
  • attempt to gain unauthorised access to any materials other than those to which the Account Holder has been given express permission to access or to the computer system on which the Service is hosted;
  • transmit, or input into the Service, any file that may cause damage (including damage to any other person’s computing devices or software), content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright, trade secrets or other intellectual property rights which the Account Holder does not have the right to use);
  • attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer software used to deliver the Service or to operate the Website;
  • remove or alter any copyright notices and other identification disclaimers as they may appear on, or during the operation of , the Service or Website, or in any print format; or
  • alter or change any part of the content of the Service, except as expressly permitted, and shall not permit any third party to do any of the foregoing.
Account Data

The Account Holder must ensure that its Account Data (including details of all existing patents in force from time to time, newly granted patents, registration statuses and all associated renewal dates and deadlines, as well as the Account Holder’s full legal entity name, registered office and business address, contact details (email and telephone number), payment and billing details) is kept complete and accurate throughout the subscription period. The Account Holder acknowledges and agrees that we are wholly dependent upon the Account Data being entered and updated in a timely way, and upon any information or explanations we receive from the Account Holder, and that we only send reminders and process Patent Renewals based upon the Account Data currently held in its RenewalsDesk Account at the given point in time. The Account Holder is wholly responsible for the completeness and accuracy of the Account Data. Failure by the Account Holder to ensure the Account Data is kept complete and accurate may lead to late or missed renewals, incurring of fines, penalties or late fees from relevant patent offices, other additional costs and expenses (such as legal fees), and/or the loss of intellectual property rights, together with losses, liabilities or costs ensuing from such loss of intellectual property rights (collectively, “Losses”). We will not be responsible for any Losses incurred or suffered due to inaccurate, missing or incomplete Account Data.

Use of personal data comprised in any Account Data is governed by our Privacy Policy.

We reserve the right to disclose any Account Data to law enforcement authorities in the investigation of fraud or other alleged unlawful activities but otherwise we will only use Account Data to provide the Service.

 

The Service

The Service provides the following for the period during which the Account Holder is subscribed to the Service.

RenewalsDesk Patent Renewal software: Access to an online RenewalsDesk Account.
Patent Renewal services:
  • Reminders of any upcoming Patent Renewals.
  • Reminders of any upcoming payments.
  • Automatic debiting of payments (if the Account Holder chooses to subscribe to the automated renewal part of the Service).
  • Completion of required patent office forms, engagement of a third party patent attorney where required by the relevant patent office, and remittance of fees to the relevant patent office.
  • Confirmation of the completion of the payment of given Patent Renewals, which may include an official receipt, an extract from the relevant Register, written confirmation from a local agent or other reasonable confirmation.

We will start providing the Patent Renewal services from the time the Account Holder’s subscription to the Service starts.

If the Account Holder has any existing Patent Renewals already in progress when its subscription to the Service starts, those existing Patent Renewals must be completed by the Account Holder (or its existing agent, if it has one), and then updated by the Account Holder in its RenewalsDesk Account.

If any earlier Patent Renewal due prior to the commencement of the Account Holder’s subscription to the Service has not been successfully completed by the Account Holder or any other third party, if the patent or patent application is not validly in force, or for any other reason outside our control, we may be unable to process the Patent Renewal. We will not be responsible for any Losses incurred or suffered as a result.

The Account Holder must be subscribed to the Service in order for us to send any reminders or process any Patent Renewals. If the Account Holder’s subscription to the Service ceases (for whatever reason) before the dates for reminders have occurred, or the Patent Renewals processing has begun, and the Account Holder has not made specific arrangements with us, the Account Holder must ensure for themselves that the Patent Renewal is completed to maintain the patent in force whether this is actually undertaken by RenewalsDesk or another provider. If it is not undertaken by RenewalsDesk, it is the Account Holder’s responsibility to ensure that another party completes the required Patent Renewal. Once payment has been made for Patent Renewals processing, if the Account Holder’s subscription to the Service ceases (for whatever reason) before the Patent Renewals process is concluded, it will be the Account Holder’s responsibility to contact us if it wishes to have further information on such in-progress Patent Renewals. The possibility of refund (whether full or partial) will depend on the specific facts of the situation, such as whether the fee has already been paid or substantial steps towards such payment have been made, and costs may be deducted by RenewalsDesk in the case of any such refund.

Automated renewals

If the Account Holder chooses to subscribe to the automated Patent Renewal part of the Service, it will be notified of upcoming planned direct debits to its nominated bank account in advance by email or via message in its RenewalsDesk Account. Planned debit dates are based upon the renewal dates then-currently held in its RenewalsDesk Account. We will not be responsible for any Losses incurred or suffered due to the non-availability of funds in the Account Holder’s nominated bank account or cancellation by the Account Holder of any direct debit or automatic renewal feature of the Service.

Specialised Services

If the Account Holder seeks specialised advice, or other intellectual property related services from us outside of the scope of the standard Service and we, in our discretion, agree to provide such advice or services (“Specialised Services”), these will be charged for separately, as agreed with the Account Holder from time to time. We may sub-contract the provision of those Specialised Services to either one of our group entities or to another third party.

 

Third party services

Except in the case of Specialised Services, we are not responsible for any third party services you receive, even if recommended to you by us. You should always seek specialised advice on specific matters. We do not provide legal advice.

 

Intellectual property disputes

We cannot get involved in any third party dispute or challenge regarding the ownership or validity of the Account Holder’s intellectual property rights. Our client is the Account Holder and, unless required by applicable law or regulation or law enforcement authorities, we will not provide information regarding the Account Holder’s intellectual property rights to any third other party (other than any of our officers, employees, agents or contractors or those of our group companies) without the permission of the Account Holder.

 

Availability

We will make reasonable endeavours at all times to ensure that the Service will be available other than during periods of scheduled or emergency maintenance. We cannot guarantee that it will be entirely secure or available at all times since we are dependent on the reliability of the Internet and the Account Holder’s use of its own computer to access the Service. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Service from time to time to carry out maintenance and support work.

 

Fees, charges and payments terms

Fees and charges

There is currently no set-up fee or regular monthly or annual fee for holding a RenewalsDesk Account. We will notify the Account Holder, giving reasonable prior notice, if this ceases to be the case.

Fees will apply for Patent Renewal activities, at the price shown in the Account Holder’s RenewalsDesk Account at the time of the Patent Renewal request. Fees may fluctuate from time to time, including due to changes in foreign exchange rates. It is always possible that, despite all reasonable care on our part, the element of the fees payable to the relevant patent office(s)) as shown in the Account Holder’s RenewalDesk Account may be incorrectly priced, for example if a patent office has recently increased its fees. We will notify you of any discrepancy as soon as we discover it. If the actual fee payable to the relevant patent office is less, we will issue you with a credit or refund, but if it is more we will request additional payment from you. We will not be obliged to make up any shortfall ourselves and, therefore, we will be unable to process the relevant Patent Renewal until the correct fee has been paid.

Once a Patent Renewal has been requested, any fee is non-refundable.

Should non-standard costs be incurred by us during the processing of a Patent Renewal, we reserve the right to make further charges (which will be notified) to the Account Holder.

We may, in our discretion, accept requests to expedite the processing of Patent Renewals in writing or through the Service, but we reserve the right to make further charges (which will be notified) to the Account Holder.

We may, in our discretion, accept written requests to amend Patent Renewals that have already been submitted (where possible to do so), but we reserve the right to make further charges (which will be notified) to the Account Holder.

Non-payment

We shall be under no obligation to provide the Service if the full payment requested is not provided to us in good time as notified by us to the Account Holder.

Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records belonging to the Account Holder in our possession until all outstanding fees owing to us are paid in full.

 

Referrals

In order for the Account Holder to be able receive any referral reward that we may, in our discretion, offer from time to time, any eligible new RenewalsDesk Account applicant referred to us must make the identity of the Account Holder who made the referral known to us during the sign-up process. Once sign-up is complete and a client’s account is active, a referral identity cannot be attributed to it, so a referral reward will not be possible.

We reserve the right to carry out checks to ensure the authenticity of referrals and to cancel the issue of referral rewards where we detect abuse.

 

Suspension or termination

Suspension or termination by us

We reserve the right to suspend or terminate the Account Holder’s access to its RenewalsDesk Account and/or the Service, with or without notice:

  • if the Account Holder fails to abide by these Terms of Service;
  • if we have reason to believe that false or misleading information has been provided by or on behalf of the Account Holder to us, a patent attorney or a patent office;
  • in the event of the Account Holder’s insolvency, bankruptcy, liquidation, winding-up, administrative, receivership, composition or other scheme of arrangement being reached with its creditors, or undergoing any similar process in any jurisdiction in which it is incorporated, domiciled or has assets, or its ceasing to trade or threatening to do so;
  • if the Account Holder is not responding to notifications and deadlines set by us in a timely manner such as to enable us to provide the service effectively;
  • if payment of any fee due to us is not paid on time; or
  • if we are unable, within a reasonable time, to contact the Account Holder for instructions when required using the contact details provided to us.

If we suspend or terminate the Account Holder’s access to its RenewalsDesk Account and/or the Service in any of the above circumstances, we will not be responsible for any Losses incurred or suffered as a result. No refund will be made of any fees already paid. Following Account suspension or termination, we will have no further responsibility in relation to Patent Renewal reminding and processing.

Cancellation by Account Holder

The Account Holder can close its RenewalsDesk Account at any time by emailing: care@renewalsdesk.com. No refund will be made of any fees already paid and fees incurred, but not yet paid, in respect of any Patent Renewal that has already started to be processed, will still be payable. It is Account Holder’s responsibility to save elsewhere any Account Data held in its RenewalsDesk Account prior to closure. Following closure, we will have no further responsibility in relation to Patent Renewal reminding and processing.

Returning clients

We may, in our discretion, agree to re-enable a closed RenewalsDesk Account if so requested by the Account Holder. The Account Holder is (as at all times) responsible for ensuring its Account Data is complete and accurate.

 

Intellectual property rights in the Service

The legal and beneficial interest in all copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other intellectual property and proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Service belong to us at all times. The Account Holder obtains no ownership rights in the Service or any of the Intellectual Property Rights pursuant to or arising out of these Terms of Service.

 

Our liability

The Account Holder is entirely responsible for the use it makes of the Service. The Account Holder acknowledges and agrees that the Service is an aid to the Account Holder to managing and administering its Patent Renewals but that the Account Holder retains ultimate responsibility for ensuring the relevant patents and/or applications (as the case may be) are renewed correctly and on time. Use of the Service does not avoid the need for the Account Holder to oversee and take responsibility for its Patent Renewals.

We warrant that we have the right to provide the Service and that it will substantially conform to the description set out in these Terms of Service and on the Website (the former prevailing in the event of any conflict). If the foregoing warranty is breached, the Account Holder must notify us as soon as possible and give us a reasonable time to remedy the problem. If we are able to do this within a reasonable time, this shall be the Account Holder’s sole and exclusive remedy in relation to such breach.

Except as expressly set out in these Terms of Service, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Service or Website or to anything supplied or provided by us under these Terms of Service. In particular, we do not warrant that the Service will meet the Account Holder’s requirements or will be virus-free.

Nothing in these Terms of Service limits or excludes our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter, which it would be illegal to limit or exclude. Subject to this, in no event will we be liable for any indirect, special, exemplary, punitive or consequential damages, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses suffered by the Account Holder will not exceed in aggregate in any 12-month period (calculated from the date of opening of the RenewalsDesk Account) the greater of: (a) an amount equal to the fees payable by the Account Holder to us (excluding that element of the fees we merely pay over to the relevant patent office(s)) during that 12-month period; or (b) £2,000 (GBP).

Neither party shall be liable for any failure to perform any of its obligations under these Terms of Service if the performance of such obligations has been interfered with, hindered, delayed or prevented by any circumstances which are not reasonably within the control of that party. In particular, we are not responsible for the action or inaction of any patent office or its representatives.

 

General

These Terms of Service and our Privacy Policy describe the entire agreement between the Account Holder and us regarding the Service, and supersede any prior understandings or agreements.

We shall be entitled to assign or sub-contract our rights and/or obligations under these Terms of Service to another party. The Account Holder may not transfer any of its rights or obligations under these Terms of Service without our prior written consent.

Failure at any time to enforce any of these Terms of Service or to require performance by the other party of any such term shall not be construed as a waiver of such provision or affect the right of either party to enforce the same.

If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.

No third party shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms of Service. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.

We will normally communicate with the Account Holder via email or by other electronic means. Electronic communication is not totally secure and there is always a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We will not be responsible for damage or loss caused by non-receipt, delayed receipt or interception of communications, or communications which are corrupted or altered after despatch.

 

Applicable Law

These Terms of Service are governed by and construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the Courts of England.

 

Contacting us

Any question about these Terms of Service or any problem or query concerning the Service or Website should be submitted by email to care@renewalsdesk.com.