The International Renewals Group – Terms and Conditions
These terms and conditions (these “Terms”) constitute part of a legally binding agreement between The International Renewals Group (“IRG”) and a client who has requested any services to be provided by IRG (“Client”). These Terms, as well as all provisions of any engagement letter entered into between IRG and the Client (to the extent such an engagement letter has been executed) are effective as of the earlier of the date of such letter, or the earliest contact between IRG and the Client, and govern all services provided by IRG to Client, its affiliates or clients of the Client (all such entities shall be included in the term “Client” throughout these Terms.
These Terms set out the terms of business between Client and IRG. By instructing any payment to be made through IRG, Client confirms that he has reviewed and approves the Terms. All professional work carried out by IRG will be in accordance with these Terms. These terms shall prevail over any terms or conditions contained or referred to in any documents unless expressly agreed otherwise in writing with IRG.
IRG is an international intellectual property management service provider, specializing in executing international maintenance fees in connection with its clients’ patent portfolios. IRG is committed to upholding the highest professional standards for its clients. Backed by a global team of committed professionals, IRG will respond in a proficient and timely manner to its clients’ needs and will be available to provide necessary support.
We provide a number of services in order to deliver maximum benefit to you, including:
Docketing of renewal requirements;
Reminders of upcoming renewal requirements;
Payment of patent and design renewal fees;
The IRG Process
IRG offers customization with respect to its payment and renewals process.
Renewals Notices. IRG will send consolidated renewal notices to Client’s dedicated email or emails on a regular basis. Client may customize these renewal notices by email or electronic notification to Client’s dedicated account manager. Prior to upcoming renewal payments, IRG will use reasonable efforts to continue to get in touch with Client to ensure Client’s instructions are up to date, but it is Client’s responsibility to respond to notices sent if Client desires to give instructions that differ from the standing instructions with respect to any payment.
Instructions. IRG shall provide Client with access to a dedicated instructions portal. It is Client’s responsibility to ensure that any usernames and passwords are kept securely, and shared only with Client’s authorized employees or agents. IRG is authorized to act on any instructions received through the portal, and those email addresses that you have designated will receive electronic confirmation of such instructions being given. Oral instructions shall not be effective. If instructions were not authorized, Client should contact IRG immediately, and while IRG will endeavor to cancel such instructions, IRG shall take no liability in such situation for instructions given through Client’s portal. Unless Client informs IRG of a special status with respect to any IP holder, all official fees shall be paid at the rate shown by the relevant patent office, and if no rate is shown, the maximum rate available for payment.
IRG shall not pay accumulated annuities or back fees arising in certain countries at the time of grant or acceptance of an application, and it is Client’s responsibility to arrange payment of such fees directly. IRG will assume that all payments are up to date as of the date such payments are informed to IRG, and that unless otherwise specifically noted by Client in writing, no requested patents are currently in the surcharge period as of the date informing IRG of such patents.
Instructions to make any payment must be made not less than two weeks prior to the relevant due date. Any instructions not given by that date shall automatically require a surcharge of $85. IRG cannot confirm that payment will be made on time with respect to payments for which instructions are given less than one week prior to the relevant due date.
Any cost estimate shall not be final until validated with the specific patent office, and estimates or invoices may be updated accordingly. All estimates provided are based on information provided by the Client, and IRG takes no responsibility for its accuracy. For countries that do not require maintenance fees prior to grant of patent, it shall be Client’s responsibility to inform IRG of patent grant, and the implementation of maintenance fees.
Clarity of Instructions. A condition to IRG’s undertakings in any engagement is that Client present instructions (including response to IRG requests) promptly, clearly and completely to with respect to any instructions, information, technical data, documents and payment of charges. Instructions shall only be binding on IRG once they have been confirmed in writing by electronic instructions via an authorised IRG system or as otherwise approved by IRG. If Client does not instruct IRG with respect to any payment and/or fails to comply with the conditions set forth in these Terms, IRG shall have no liability for any loss which may arise and IRG shall not be under any obligation to take further steps in relation to Client’s rights. If, at IRG’s sole discretion, IRG takes any steps IRG considers necessary to protect and maintain intellectual property rights belonging to or associated with the Client, then Client hereby indemnifies IRG for all charges, cost of work done, overheads and disbursements incurred.
Unless Client informs IRG of existing payments from previous years that have not yet been completed, those payments will not be included in any quote provided to Client, and late surcharges or revocation of certain patents may result. IRG shall be responsible only for payments whose initial due date falls following the date of patent was transferred to IRG, unless otherwise specified by Client in writing.
Conflicting Instructions. Following receipt of Client’s instructions with respect to any payment, IRG will make relevant payments as soon as reasonable based upon our payment systems. Should IRG receive conflicting instructions following Client’s initial directive, IRG will work to make any payments or cancel any instructions, but (i) IRG cannot guarantee cancellation of payment instructions and Client may be charged relevant fees, including but not limited to Official Fees actually paid on Client’s behalf, and (ii) additional surcharges may apply. Should IRG not receive instructions (including by way of auto-pay directions), we will continue to attempt to reach you. If IRG has not received instructions or confirmation of renewal payment as per relevant notices sent to Client, payments will not be performed.
Local Agents. In order to fulfill IRG’s responsibilities toward Client, IRG shall be entitled to subcontract with entities in certain relevant jurisdictions or with other independent specialist providers. Nothing in these Terms is intended to give rise to any agency relationship between IRG and Client or create any fiduciary duty with respect to our relationship with such third-party entities. Other than Official Fees and other payments and costs specifically set forth herein, expenses incurred by IRG in the course of providing the services shall be charged to Client at cost. Reasonable effort will be made to notify Client of such expenses prior to their being incurred.
Data Management and Ongoing Communication
Client shall provide IRG with all relevant details of Client’s renewals portfolio in electronic format approved by IRG. IRG will assume that all such data is current, complete and accurate, and Client is responsible for ensuring accuracy upon transmission of data to IRG. IRG shall upload all received data into its system, to ensure that the data exchange takes place with minimal friction. If IRG identifies discrepancies or difficulties in the received data, we will notify Client, and Client shall promptly communicate the resolution of such discrepancies or difficulties to IRG. IRG will upload all approved data into our system, and Client will have complete access to view and make decisions with respect to your data.
Client undertakes to provide IRG with the complete and correct case information in electronic format acceptable to IRG. IRG shall inform Client as to the first payment to be made by IRG (the “Initial Payment”) following such provision of information, and IRG shall not be responsible for any payments required to be made prior to the date of payment of the Initial Payment. For the purposes of these Terms, ‘case information’ shall include Client’s internal data related to its Patents and Patent portfolio, official Patent application and registration numbers (to the extent applicable), publication date, country, applicant or owner, next due date (irrespective of any grace or penalty period that may be applicable under relevant local law), type of intellectual property right, Patent status and any other information requested by IRG as required for the performance of its services. IRG shall be responsible for providing services only with respect to those Patents included in the case information provided by Client. To the extent relevant in these Terms, ‘Patents’ shall include patents, designs, utility models, or applications for such intellectual property rights, which are granted by Patent offices to, or owned by or managed by Client, and subject to the services set forth in these Terms.
Additional patents, cases and other relevant data shall be reported by Client to IRG in a timely manner, and IRG will ensure the uploading of all such data into the system.
In consideration for the services provided by IRG, IRG charges administrative service fees per payment made on Client’s behalf. In countries where IRG uses a local agent to pay those fees, such local agent’s fee will be passed on to Client. All administrative service fees and local agent fees shall be as agreed between the parties in writing.
With respect to any payment, Official Fees will be charged at the rate required by the relevant patent office. Foreign currencies will be converted into USD at the IRG relevant rate for the date on which the relevant quote is prepared, which includes provision for funds management e.g. currency exchange/risk exposure, managing global transactions, credit risk and the financing of renewals payments. All foreign exchange rates, as well as any additional information that is easily available may be requested, set out in Client’s portal, and available to Client prior to giving any instructions. Instructions to make any payment on Client’s behalf constitutes agreement and confirmation of such fees. It shall be Client’s responsibility to ensure that all invoices are paid on time.
All charges are exclusive of VAT and any other relevant tax or duty payable based on Client’s location, if any, and you agree to pay any such sums in addition.
Unless otherwise agreed, payment of invoices shall be made in full within prior to the due date set out on the invoice, and in any event, prior to the date which is one week prior to the relevant due date. Time of payment is an essential part of these Terms. Interest on any amounts overdue shall be charged at the rate of 1% per month or part thereof, beginning from the date upon which the invoice was issued.
IRG shall use reasonable efforts to accommodate requests for invoice requirements. Any such requests are required to have been made in writing prior to instructions being given. No requests for invoice details will be honored following instructions being given for the payments set out on such invoice. Any failure or delay to implement any requests for Client’s invoice requirements shall not relieve Client of payment obligations, or IRG’s right to issue invoices in another agreeable form. In addition, if such requests prove arduous, IRG shall be entitled to charge specific fees for including such invoice details.
Each of Client and IRG undertakes to the other that it will not use, divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority or pursuant to performance of its obligations under a contract made pursuant hereto, any confidential information relating to the other’s business, financial or other affairs which is not in the public domain concerning the other party which may have, or may in future, come to its knowledge under the provisions hereof and each party shall use reasonable endeavours to prevent the publication or disclosure of any such information. This provision shall not apply to information already known to the receiving party prior to its receipt hereunder or which subsequently comes into the public domain or its knowledge other than as a result of a breach hereof. Client acknowledges and accepts the use of Client’s name and images by IRG as a reference relating to IRG’s services.
These Terms and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York, and the parties submit to the exclusive jurisdiction of the courts of Kings County, NY. If a suit is filed by IRG due to non-payment of any invoice, Client shall be responsible for reimbursing all legal fees and court costs associated with such suit, and the enforcement thereof. In no event shall IRG or Client be liable to the other for indirect damages, loss of profit or production, or any other consequential, incidental, special, punitive or other indirect damages claimed by the other person, whether such claim arises under contract or tort (including negligence and strict liability) or other legal theory. IRG may terminate these Terms at any time, if (i) any amount payable under the provisions of these Terms is not paid within 14 days following the first payment reminder sent by IRG (without relieving the Client of the obligation to make such payment); (ii) the Client ceases or threatens to cease carrying on its business, or files, threatens to file, or has filed by a third party a petition in bankruptcy; or (iii) otherwise with 30 days’ prior notice. Upon termination of these Terms, all services provided by IRG shall cease, and Client’s obligations to pay any outstanding invoices shall survive any such termination.
No failure to enforce or delay in enforcing any of these Terms shall operate as a waiver of any term contained herein and no partial or single exercise shall prevent any other or future exercise of that or any other right. If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as to best to effect the intent of the parties.
IRG successfully coordinates thousands of international maintenance fees each year. We look forward to welcoming you to our Group!