General Terms and Conditions, as adopted on 1 January 2003 and lodged with the Registry of the District Court in Amsterdam on 15 January 2003 by Trademark Agency Den Herder, Vierhuysen 30, 1111 SC Diemen.
GENERAL PROVISIONS / DEFINITIONS
These General Terms and Conditions apply to all legal relationships between Trademark Agency Den Herder and any third party with respect to an assignment relating to work.
The term ‘the agency’ shall be understood to mean all business operations by Trademark Agency Den Herder.
The term ‘client’ shall be understood to mean the person and/or the company for which the agency performs work.
The term ‘work’ shall be understood to mean all offers made by the agency, as well as all orders received and executed by the agency, including everything arising from these orders, and all pre-contractual situations.
These Terms and Conditions shall exclusively apply to all work of the agency at all times.
Any terms and conditions the client applies or has declared applicable are expressly rejected.
Rates and cost estimates for registrations and other entries in the trademark and design registers shall include only drafting of the requests to be submitted and the fees payable at the time of their submission, and any fees for foreign agents/ correspondents.
All work as well as all other costs than those stated above, including, among others, the costs of plates, drawings, photographs, extracts, translations, legalisations, publication costs and any action against objectionable trademarks and/or defence against objections or oppositions, etc., do not fall under the rate and shall be charged to the client above this rate.
All costs relating to the development of trademarks and/or designs, as well as logos, shall be specified in the cost estimate. All costs not specified shall be charged above the rate. This provision shall also apply to all other work performed by the agency. This work performed by the agency shall be charged on the basis of agreed hours at an hourly rate set by the agency.
The agency shall at all times be entitled to pass on interim rate and/or currency changes to the client as from the effective date. The client shall be entitled to terminate his assignment with effect from the new rates.
In the case of a trademark monitoring assignment, the agency shall report a trademark that it considers objectionable. Taking further measures is not part of the assignment, but may be assigned to the agency separately.
The agency shall at all times be entitled to demand an advance payment from the client and not to perform any (further) work until full payment thereof.
In the event of premature termination of work, fees shall only be refunded insofar as they had not yet been paid to the relevant authority and had not yet become due to that authority.
Advances shall be refunded insofar as no monies have yet become due to the agency and/or third parties.
All prices are quoted exclusive of VAT.
ACCEPTANCE / TERMINATION OF AN ASSIGNMENT
An assignment to perform any work whatsoever shall be subject to the express acceptance by the agency. The agency shall be entitled to refuse an assignment without giving reasons. Likewise, in cases that are urgent in its opinion, the agency shall be entitled to suspend work temporarily or otherwise.
A trademark monitoring assignment shall be valid until notice of termination from monitoring period to monitoring period. Notice of termination may be given up to one month before the start of a new monitoring period and shall then apply with effect from that new period. In the event of late notice of termination, the assignment shall be deemed to have been tacitly renewed to the next monitoring period of 1 year.
Anyone who requests a quotation and/or issues assignments on behalf of another agency or other third party shall bear all responsibility to the agency for said assignment and shall be liable for the payment of the invoices and shall be obliged to indemnify the agency against all claims of his client.
The accuracy and/or completeness of the results of investigations and/or monitoring cannot be guaranteed.
The agency shall never be liable for incorrect or incomplete results of an investigation, or monitoring, nor for the interpretation of those investigations and/or monitoring, or other work.
The agency and/or its staff members shall never be liable for the consequences of errors made by them within the scope of an assignment, except in the case of intent or equivalent gross negligence or omission.
Any claim against the agency and/or its employees lapses if it is not instituted within 2 months after the cause of the liability has arisen, or at least could reasonably have been recognised by the client.
Invoices from the agency shall be immediately due and payable. They must be paid by the client within one month of the invoice date. In the event of failure to pay, the client shall be in default, without any further notice or warning being required.
Invoices of the agency shall be subject to the statutory interest from one month after the invoice date until the day of payment, without any notice of default or notification being required.
The client shall be immediately and fully liable to the agency for all costs associated with the collection of invoices.
APPLICABLE LAW AND DISPUTES
All agreements and/or work concluded between the agency and the client shall be governed exclusively by Dutch law.
Disputes arising from an offer, an assignment or other work shall be submitted exclusively to the competent court in Amsterdam.