Standard Terms of Engagement

ONSAGERS STANDARD TERMS OF ENGAGEMENT

1. DEFINITIONS

The following terms shall bear the following meanings when used in these terms of engagement (“Terms”):

1.1 “Assignment” means work you have commissioned from us, as set out in the Letter of Engagement or that we otherwise perform in your interest and/or on your behalf.

1.2 “Assignment-specific currency” means the currency set out for this Assignment in the Letter of Engagement.

1.3 “Client” or “you” / “your” means the party or parties named in the Letter of Engagement.

1.4 A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not reasonably have been foreseen, or, if it could reasonably have been foreseen, was with reasonable means unavoidable, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes or other labor disputes (other than those involving the party seeking to claim under this clause), epidemics, pandemics, lockdowns, embargoes, and interruptions or failures of utility services.

1.5 “Letter of Engagement” means the letter of engagement between the Client and Onsagers, of which these Terms form part. The relationship of Onsagers to the Client is that of an independent contractor.

1.6 “Onsagers” or “we” / “our” means the branch of Onsagers set out in the Letter of Engagement.

2 SERVICES

2.1 All Assignments are accepted and agreed when confirmed by Onsagers. Upon confirmation, Onsagers will normally issue a Letter of Engagement. Exceptions may occur if the task is for example related to an Assignment already confirmed. If you, after reviewing these Terms, wish to withdraw the Assignment, including if you do not accept the specified terms, you must immediately provide written feedback. The Assignment may then be cancelled, and fees incurred and time spent up until the revocation of the Assignment may be invoiced. If the Assignment at a later time is agreed to be extended or changed in writing, the extended Assignment will be carried out without further confirmation.

2.2 For us, as an agent in trademark, patent, design, or other intellectual property matters, the Assignment is of an ongoing nature. After exclusive rights through registration or submission of an application have been obtained, assignment will include notifications of renewals and other inquiries, including, but not limited to, requests for consent, third-party claims, legal notices, and similar.

2.3 You can request us to provide you with records related to your case. We may retain copies for our records while respecting your confidentiality. We do not keep your records for any specific period but may keep them for our own use in any format. We reserve the right to dispose of any records without notice unless you explicitly have asked us to preserve them. If you want us to retain documents after completing your case, please discuss it with us; a fee may apply to cover our costs. Should you need us to access and review your records for your needs, we may charge for the time involved.

3. FEES

3.1 You agree to compensate us for our services at our standard rates as will detailed in the Letter of Engagement or otherwise apply. Our billing can be structured in several ways to best fit the nature of your case and preferences, including:

Hourly Rates: Fees calculated based on the time our professionals spend on your matter, including travel time, as per our hourly rates. Our work is registered and billed per 0.25 hours (15 minutes). We annually review and may adjust our rates effective from 1 January each year to reflect changes in relevant cost indexes and market standards. Additionally, we reserve the right to adjust our rates to reflect the enhanced expertise of our advisors. For instance, should an associate obtain official accreditation as a lawyer, such professional development may be reflected in our revised pricing structure. We will inform you of any rate adjustments if they deviate from changes in the relevant government published cost index.
Fixed Fees: For certain services, we offer the option of a fixed fee arrangement. This will be explicitly outlined in the Letter of Engagement if agreed.
Retainer Basis: A retainer fee arrangement can be established for ongoing services, under which you pay a predetermined fee regularly. This arrangement ensures continuous availability of our services over the agreed period.
Contingency Fees: In specific cases, and where permissible by law, fees may be contingent upon the outcome of your matter. Such arrangements will be clearly defined in the Letter of Engagement, including the percentage of the contingency fee and conditions.

3.2 Estimates of our fees are provided in good faith to assist in your financial planning but are not contractually binding unless specifically agreed upon. For fixed fee or alternative billing arrangements, the scope of work and terms will be detailed in the Letter of Engagement. Should there be a deviation from these terms or an unforeseen increase in the scope of the Assignment, we reserve the right to adjust the fees accordingly to reflect the change in circumstances.

3.3 In all instances, we commit to transparency in our billing practices and will communicate with you promptly regarding any potential changes to our fees or billing structure.

3.4 You acknowledge and agree that it is your responsibility to inform us immediately of any situations or conditions that may entitle you to a discount on our services or products. You also accept and understand that discounts will only be applied to future fees and will not be applied to any past transactions retroactively.

4. DISBURSEMENTS AND EXPENSES

You agree to repay us for all out-of-pocket expenses incurred during our work on your behalf. This includes fees for counsel, associated lawyers, official fees and specialists, along with other costs like reasonable travel expenses (covering hotel stays and flights). We also retain the right to separately bill for the use of meeting/conference facilities, photocopying, printing, catering, courier services, and other miscellaneous expenses. Any expenses incurred in a currency other than the Assignment-specific currency will be billed at the exchange rate prevailing on the day we make the payment. All official fees and agent invoices will include an added service charge of 10 percent (apart from official renewal fees, which includes a service charge of 3 percent) to cover administration, operating and financing.

5. INVOICING, PAYMENT, AND TAXES

5.1 For services billed on an hourly basis and for reimbursable expenses, we will normally issue invoices to you at the conclusion of each calendar month. Invoices will be made in the Assignment-specific currency. Invoices will include Value Added Tax (VAT) when applicable. A key condition of these Terms is your obligation to settle our invoices within 20 days of receipt, through bank transfer to the specified account, without any deductions, withholdings, or offsetting. Should there be an agreement for a third party to cover any fees, costs, or disbursements (including VAT) that are your responsibility, you will still be held accountable for those charges if the third party does not pay them within a reasonable timeframe. In the event of overdue payments, we reserve the right to charge interest at the maximum legal rate for delayed payment, pause work on the Assignment and/or terminate our services (pursuant to section 15 below). Furthermore, we may retain any of your files and documents in our possession until full payment is made.

5.2 We will bear responsibility for any taxes levied against us in relation to our income or the salaries of our partners, officers, or employees. You are required to cover any VAT or similar taxes applicable to the services provided under the Assignment. If by law you or any other paying party are obliged to withhold or deduct tax from payments due to us, the invoiced amount will be considered as increased to a degree that ensures, after any such withholdings or deductions, we receive a net amount equivalent to the originally invoiced sum. Should any payment be subjected to currency exchange or similar financial regulations, you commit to diligently obtaining the necessary approvals promptly after the invoice date and to ensure swift payment thereafter.

6. PAYMENTS ON ACCOUNT

6.1 We may request an advance payment for our fees and/or expenses at the beginning or during an Assignment. Such request will be included in writing in the Letter of Engagement. This advance will be applied to your final bill. We may also use advances to cover interim bills and any third-party costs incurred on your behalf. If we do this, we will likely ask for another advance payment.

6.2 If you provide us funds for a specific reason (like paying a third party), and that reason no longer applies, we can use any leftover funds to cover our fees and other expenses.

6.3 Advance payments will unless we are instructed otherwise be kept in a pooled “Client Account” either with a specified financial institution or with us unless we agree to use a separate account for your funds. We abide by applicable rules for holding your money, but we are not responsible for any banking failures or issues with payment systems that might affect your funds. If a bank fails, you may qualify for government compensation, depending on the scheme’s criteria.

6.4 Interest on the funds in our Client Account is not paid unless held in a separate account. If interest is earned in a separate account, we will pass it on to you, but you will be responsible for any taxes on that interest.

7. THIRD-PARTY COUNSEL, CORRESPONDENT LAWYERS, EXPERTS ETC.

Before we appoint counsel, hire correspondent lawyers, experts, or any other professionals whose fees you will be accountable for, we will always seek your approval. While we are not liable for the advice, services, or any failures of these professionals engaged on your behalf, we will exercise due diligence in their selection. If advice or support is needed in jurisdictions or legal areas outside our expertise, we will consult with you to choose suitable advisors and appoint them as your representatives. You may be asked to directly settle their fees and expenses as per the agreements made with them. Unless specified otherwise, our guidance will be confined to the Assignment, and we will not bear responsibility for advice given by any engaged third parties.

8. CONFIDENTIALITY

8.1 Except as noted below, we commit to keeping all information we receive about the Assignment that is not publicly available in strict confidence. You consent to our sharing your information within different Onsagers branches unless prohibited by laws or regulations. We will only disclose confidential information with your explicit permission, if mandated by law or regulations, or if necessary for addressing any claims made against us, including situations where our insurer requires disclosure.

8.2 We have similar confidentiality obligations to our current and former clients. You acknowledge that we are not required to disclose or use for your advantage any confidential information obtained from serving any other client. You agree not to obstruct our work with other clients based on the possession of your confidential information, provided we maintain proper measures to protect your information.

8.3 If you entrust us with sensitive commercial information, such as insider or price-sensitive details subject to specific regulatory handling, please inform us of this in writing.

8.4 Unless you instruct us otherwise in writing, we may mention in our marketing materials that we have worked for you and describe the nature of the work, if it is public knowledge and it is not prohibited by attorney-client-privilege. We aim to use only a generic description of our services for you in proposals or presentations to potential or existing clients or other entities. We will ensure not to reveal any commercially sensitive details.

8.5 When you seek and receive legal advice, legal professional privilege will generally attach to such communication. Legal professional privilege may be lost or waived by your communications with a third party. Where legal advice privilege is concerned, individuals within your organisation (or within your group, such as shareholders) who are not involved in the giving of instructions to us or in the seeking, obtaining or receipt of advice from us may be regarded as a third party. Accordingly, if you distribute information and/or documents that are the subject of legal professional privilege, either internally or externally, such privilege may be lost or waived. You should obtain specific advice from us on a case-by-case basis before distributing any communication.

9. CONFLICTS OF INTEREST

9.1 Our professional rules of conduct mandate that we act in your best interests regarding any task we undertake for you and prevent us from acting on matters where there is a conflict between our duties to you and to other clients regarding the same or related issues.

9.2 We are allowed to represent other individuals or entities whose interests might conflict with yours if those matters are not significantly related to the tasks that we perform for you. We have procedures in place to identify potential conflicts (including potential cross-border conflicts) and safeguard the confidentiality of the information provided to us by you or any other client. You consent to our representation of parties adverse to you or your affiliates in unrelated matters unless a different agreement is reached in writing. In rare instances, if representing you poses a risk of breaching our professional duties, we may need to stop acting for you either in a specific matter or altogether.

9.3 If you engage us in a matter where multiple parties, including yourself, are competing for the same interests, you agree that we can represent other parties in the same matter, provided we adhere to the applicable ethical standards and can safeguard each client’s best interests.

10. DATA PROTECTION AND COMMUNICATION

10.1 You authorize us to collect, process, and utilize personal data about you, your executives, or your staff. This information may be stored in an electronic database maintained by us. The purpose of processing this data includes providing you with our services, adhering to mandatory legal and regulatory requirements (which might involve sharing information with third parties), circulating the data within our organization (including transferring it to other Onsagers entities), updating our internal knowledge and marketing databases, sending you (and your employees) updates about Onsagers and our offerings (you may opt-out anytime), and communicating with our insurers in case of a claim. Furthermore, personal data might be disclosed to external service providers, who will be bound by confidentiality obligations and be subject to at least equivalent data protection requirements as Onsagers. You confirm that any data shared with us by you or on your behalf will be in accordance with all relevant data protection laws and regulations. Should you have any concerns about sharing your data, please communicate them to us before we proceed with any data processing activities.

10.2 Unless you instruct us otherwise in writing, we are permitted to communicate with you, including the dispatch of invoices and transmission of other confidential details, via standard, unencrypted email, employing the email addresses you use periodically. We endeavour to ensure our emails are free from viruses or any other harmful elements that might affect a computer or IT system. Similarly, you commit to taking reasonable precautions to prevent the transmission of viruses or defects in any electronic communications you send to us. Neither party will be liable to the other for any claims or losses resulting from such viruses or defects in electronic communications, except in cases of bad faith, gross negligence, or intentional wrongdoing (see more under section 13 below).

11. MONEY LAUNDERING REGULATIONS

By law, we are obligated to verify and keep records of our clients’ identities, including the principals of clients acting in an agent capacity. To fulfil these requirements, we may conduct database searches and request specific documents and details from you to gather evidence of identification. This information and any documents provided will be retained by us. If we do not receive adequate proof of identity within a reasonable timeframe, we may find ourselves unable to commence or continue our representation. Additionally, should we suspect or become aware of any money laundering activities or the existence of proceeds from a crime (this includes actions in other countries that would be considered criminal if carried out in this jurisdiction), we are mandated to report such information to the relevant authorities without notifying you, despite our confidentiality obligations. We will not be held responsible for any loss or damage you may suffer because of our compliance with these reporting requirements, which may include delays in executing your instructions, such as transferring funds that we hold on your behalf.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Any intellectual property, including but not limited to copyrights, trademarks, patents, and any other proprietary rights, generated by us collaboratively in relation to the performance of the Assignment shall, in terms of ownership between both parties, belong to and remain exclusively with you. This includes all rights to reproduce, distribute, publicly display, and otherwise utilize such intellectual property, as well as any rights to register, protect, or enforce these intellectual property rights.

12.2 These Terms do not restrict our ability to utilize, at any point, any general expertise, knowledge, or skills we have acquired while fulfilling the Assignment, provided that such utilization does not infringe upon the specific intellectual property rights, including copyrights, trademarks, or patents, that have been generated in the course of the Assignment and are owned by you.

13. LIMITATIONS

13.1 Our services are intended solely for the exclusive benefit of the Client. To the extent allowed by law, no director, partner, officer, employee, or consultant of Onsagers will bear personal responsibility or legal liability to the Client or any third party concerning the Assignment. The Client, therefore, relinquishes any potential claims against these individuals personally, regardless of whether such claims arise from negligence or any other cause, without affecting its rights against Onsagers.

13.2 You recognize that Onsagers does not guarantee the success of any Assignment. The responsibility for the success of such endeavours and all related commercial decisions rests solely with you. Our services, unless explicitly stated otherwise, are limited to providing advice and assistance, with fees determined on this basis. Onsagers will not be held accountable for any failure to complete the Assignment due to circumstances beyond our reasonable control.

13.3 Onsagers’ liability is limited to direct losses. For the purposes of these Terms, indirect losses shall include, but are not limited to, loss of data, loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, and any other consequential or incidental damages that arise from or relate to the performance or non-performance of this Assignment.

13.4 Onsagers’ total liability for all claims related to the Assignment, whether due to negligence, breach of contract, or any other cause, shall not exceed the sum equivalent of NOK 50,000,000 under any circumstances. This section does not intend to limit or exclude Onsagers’ liability in ways that laws (e.g., in cases of fraud) or professional conduct rules applicable to the Assignment do not permit. Furthermore, Onsagers’ liability will be reduced by any amount that may be obtained under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with your insurance provider or third party, or your rights against the insurance provider or third party are thereby prejudiced.

14. INSURANCE

14.1 Onsagers maintains adequate professional liability insurance to cover any potential claims arising from the provision of our services in the jurisdiction we provide our services to you, including but not limited to patent prosecution, litigation, and advisory services. Such insurance shall be with a reputable insurer and provide coverage for an amount reasonably sufficient to cover any foreseeable liabilities. Onsagers shall, upon your request, provide you with evidence of such insurance coverage.

14.2 You are advised to obtain your own insurance coverage to protect against any potential risks associated with your intellectual property rights, including but not limited to infringement claims.

15. TERMINATION OF THE SERVICES

15.1 You have the right to cancel the Letter of Engagement or an Assignment at any time, for any reason, by providing written six months’ notice. Similarly, we reserve the right to end the engagement through written notification to you if you fail to pay an invoice within 40 days from its issuance, do not fulfil a request for payment in advance or otherwise breach your responsibilities, or if our representation would lead to unethical conduct, violate legal or regulatory obligations, or for any other valid reason. While we will aim to give you adequate notice before ceasing our representation, certain situations may require us to terminate our services immediately without explanation or prior notice.

15.2 Upon termination, you are obliged to settle any outstanding fees, disbursements, and expenses incurred up to that point. Until full payment is received, we retain the right to hold onto your money, documents, records, and electronically stored information related to the services we provided. Our professional relationship concludes once we have completed the work on an Assignment. Even after our formal engagement ends, we may still send you updates on legal developments, invite you to seminars, or inform you about events that might interest you.

16. FORCE MAJEURE

16.1 Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event. Upon the occurrence of a Force Majeure Event, the affected party must promptly notify the other party in writing of the nature and extent of the event, the expected duration, and the affected obligations. The affected party shall use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.2 Notwithstanding the provisions of this clause, the obligation to pay money in a timely manner is not excused by a Force Majeure Event except under extraordinary circumstances that prohibit such payment despite the affected party’s diligent efforts to fulfill the obligation.

17. GOVERNING LAW AND ARBITRATION

The Letter of Engagement and all non-contractual obligations arising out of it will be governed by and construed in accordance with Norwegian law. Onsagers and the Client agree to seek to resolve any dispute or claim arising out of or in connection with the Assignment by referring the dispute to mediation, failing which the parties agree to submit the dispute to the exclusive venue of arbitration in Oslo, Norway under the Norwegian arbitration act.

18. REGULATION AND COMPLAINTS PROCEDURE

In the event of any complaint the Client should first discuss the issues with their usual contact point at Onsagers and if no resolution can be found the matter should be escalated to the relevant department manager. Clients should note that Onsagers may outside Norway be subject to the authority of the following regulatory bodies:

18.1 UK: UK patent attorneys are regulated by the Intellectual Property Regulation Board (IPReg) www.ipreg.org.uk.The Legal Ombudsman (www.legalombudsman.org.uk) has been set up to deal with complaints of poor service. IPReg can deal with complaints where there is evidence that there has been a breach of their regulatory arrangements, see https://ipreg.org.uk/if-things-go-wrong/making-complaint. In relation to complaints of poor service it is expected that the Client will have first attempted to resolve the complaint with the attorney/firm in question. If we provide UK IP services through Onsagers UK Ltd., these Terms shall be augmented by our additional UK Terms of Engagement.

18.2 Germany:

18.2.1 IP lawyers: Patentanwaltskammer (German Chamber of Patent Attorneys), Tal 29, D-80331 Munich, Tel: 089-242278-0, Fax: 089-242278-334 (www.patentanwalt.de), and are entered in the List of Patent Attorneys of the German Patent and Trademark Office. The Patentanwaltsordnung (POA; German Patent Attorney Code), the Berufsordnung der Patentanwälte (Professional Code of Conduct for Patent Attorneys), and the Code of Conduct of the Fédération Internationale des Conseils en Propriété Industrielle are applicable to them.
18.2.2 Lawyers: Rechtsanwaltskammer (German Chamber of Lawyers) for the judicial district of Hamburg. The Bundesrechtsanwaltsordnung (BRAO; Rules and Regulations for the German Bar), the Berufsordnung der Rechtsanwälte (BORA; Federal Lawyers’ Code of Conduct), the Rechtsanwaltsvergütungsgesetz (RVG; Attorney Remuneration Law), the Fachanwaltsordnung (FAO; Regulations for specialized lawyers).

18.3 Europe (including UK): The European Patent Attorneys practising for Onsagers are members of the Institute of Professional Representatives before the European Patent Office (www.patentepi.com) and are registered with the European Patent Office. The attorneys practising for Onsagers are registered with the European Union Intellectual Property Office.

18.4 Sweden:

18.4.1 Patent attorneys: The Swedish Patent Attorneys Board manage the authorization and supervision of patent attorneys (https://bolagsverket.se/en/omoss/flerverksamheter/patentombudsnamnden.2603.html).
18.4.2 Lawyers: The Swedish Bar Association’s Disciplinary Committee (https://www.advokatsamfundet.com/complaints-about-lawyers).
18.4.3 Consumer Disputes: The Swedish Bar Association’s Consumer Dispute Committee (https://www.advokatsamfundet.se/konsumenttvistnamnden).