Terms & Conditions of TrdMrx Legal located in Amsterdam, as filed with the Trade Register of the Amsterdam Chamber of Commerce in Amsterdam. TrdMrx Legal is a company registered with the Chamber of Commerce in Amsterdam, The Netherlands, under number 59441712. These Terms & Conditions apply to all activities of TrdMrx Legal.
Article 1. General
1.1 These Terms & Conditions apply exclusively to all agreements between TrdMrx Legal (hereinafter TrdMrx Legal) and any third party (hereinafter called the Client) instructing TrdMrx Legal to perform work in general or in a particular case.
1.2 All offers of TrdMrx Legal are without any obligations and shall be construed as an invitation to give an assignment, unless otherwise agreed in writing or stipulated differently in these terms.
1.3 If and insofar as is deviated from these terms, these deviations must be acknowledged expressly and agreed in writing by TrdMrx Legal. All provisions which do not deviate, are fully applicable.
1.4 If any provision of these terms does not apply, the remaining provisions of these Terms & Conditions shall still apply. The specific provision shall be replaced by a valid provision that comes as close as possible to the purpose of the original provision.
1.5 If any terms or conditions of the client are also declared applicable to an agreement, the Terms & Conditions of TrdMrx Legal shall prevail at all times.
1.6. TrdMrx Legal always has the right to change these terms and/ or to make additions to these Terms & Conditions. Modifications and / or additions have no retroactive effect.
Article 2. The Agreement
2.1 Agreements between the client and TrdMrx Legal are concluded as soon as the client gives an assignment in writing or electronically to perform work and TrdMrx Legal accepts this assignment, taking into account the provisions of Article 7.1.
2.2 All agreements / actions which are a result of a previous concluded agreement, are considered to be an execution of this Agreement.
2.3 By entering into an agreement with TrdMrx Legal, the client grants TrdMrx Legal a power of attorney to instruct other third parties, as far as TrdMrx Legal deems this necessary for the performance of this agreement. This power of attorney also includes accepting terms & conditions of third parties in the name of the client.
2.4 All assignments (setting aside Articles 7: 404, 7: 407-2 and 7: 409 BW) are being accepted and performed by TrdMrx Legal only, even if it is the express intention and desire of the client that this is done by a particular person.
2.5 If a contract has not been confirmed in writing by TrdMrx Legal, then the explanation of the content and scope of the assignment by TrdMrx Legal is decisisve, subject to proof to the contrary of the client.
2.6 TrdMrx Legal reserves the right to refuse assignments without giving reasons.
2.7. All agreements are entered into for a period of twelve months, unless the client and TrdMrx Legal expressly agree otherwise. Agreements for watching subscriptions, which are started during the calendar year, are conducted until 31 December of that calendar year. All agreements are automatically renewed for a period of twelve months, including watching subscriptions which started during a calendar year, unless the client and TrdMrx Legal expressly agree otherwise in writing or electronically. Both the client and TrdMrx Legal can terminate the agreement with a notice period of one month, in writing or by electronic means at the end of the twelve-month period, or in the case of a watching subscriptions before December 1 of the calendar year. Early termination is not possible. TrdMrx Legal preserves the right to implement price changes after a tacit renewal of the agreement and will inform the client two months prior to the effective date of the price change.
Article 3. Information and obligations of the client
3.1 TrdMrx Legal executes every assignment using the information provided by the client. To carry out the assignment, the client must provide TrdMrx Legal with complete, detailed and clear information regarding the assignment in writing, including information the client has about previous applications, publications, issues and other parties or previous incidents. Providing incorrect and / or incomplete information provided by the client, even if it was good faith, dismisses TrdMrx Legal from any liability for the consequences and gives TrdMrx Legal the right to terminate the contract.
3.2 Client shall inform TrdMrx Legal timely and clearly of any changes in its address and contact details. In case TrdMrx Legal is unable to get in contact with the client, then TrdMrx Legal is entitled to terminate the agreement unilaterally.
3.3 The client is entitled to and responsible for the timely, correct and proper supply of all necessary documents, files, prints, and data and guarantees the accuracy and completeness thereof.
3.4 Client is responsible for keeping track of deadlines for (but not limited to) renewals or other acts to maintain filings and registrations. TrdMrx Legal is never obliged to take any actions in advance on its own initiative with respect to the availability, acceptability and protectability of a trademark, model, trade name, domain or other related rights.
3.5 TrdMrx Legal will treat all information provided by the client confidential. However, this provision does not apply to information that was already known to TrdMrx Legal.
Article 4. Execution of the agreed work
4.1 TrdMrx Legal guarantees that it will perform the work agreed upon to the best of its ability and in accordance with the requirements of good workmanship, with the observance of the professional code usually applicable in the sector.
4.2 In case a term has been agreed upon or indicated for the execution of the agreed work, this is never a strict deadline. If a term will be exceeded client must therefore give notice to TrdMrx Legal in writing and provide a reasonable time to carry out the agreement.
4.3 The Client acknowledges and expressly agrees to the following conditions:
– the conducting of searches by TrdMrx Legal, or through third parties, to trademarks, designs, domains, etc., is limited to those registrations registered with the relevant registers and made public by the authorities;
– in case of the above searches completeness can not be guaranteed by TrdMrx Legal, nor can any guarantee be given as regards to the results. Advice on the availability of a design, domain name, trademark etc. are given by TrdMrx Legal without any obligation. The decision to start using a design, domain name, trademark, etc., and all other decisions following a search / report, are entirely at the risk and expense of the client.
– the client is at all times responsible for timely instructing TrdMrx Legal and supplying the necessary materials, whether or not digital, to establish and maintain rights; in case of watching services no guarantees are given as to the completeness of the watching;
– TrdMrx Legal will send a timely reminder to the client as for the maintenance of registrations and renewals of trademarks, design, etc. The reminder will be send to the (email)address as specified by the client. The client remains responsible for keeping track of terms and deadlines and giving the final assignment to preserve these rights timely.
– the decision of the client to object to a design, trade mark, company name or domain name of a third party is taken by and at the expense and risk of the client.
– in the case of an assignment for watching a trademark TrdMrx Legal will alert the client when a third party applies for a trademark which possibly infringes the trademark rights of the client. TrdMrx Legal can not be held liable for not signalling a potentially infringing mark to the client.
– at the client’s request for registration or renewal of a trademark, design, trade name or domain name in the appropriate register the task of TrdMrx Legal is limited to preparing the necessary documents and to submit these to the competent authorities.
– TrdMrx Legal is not obliged to perform searches on its own initiative or advise if a design, trademark, company name and / or domain name is available, permissible, protected and / or is used.
– TrdMrx Legal indicates what kind of information or documents the client must provide in the context of an assignment. In the absence of clear instructions from the client, TrdMrx Legal is allowed to act at its own discretion in case of a situation that requires respond and postponement of a deadline is not possible.
Article 5. Liability
5.1 TrdMrx Legal does not guarantee the completeness and accuracy of the information and data provided by the client and accepts no liability thereto.
5.2 The work of Legal TrdMrx has an advisory character and subjective grounds for assessment always play a role in its work. Client excludes any liability for damage arising as a result of or in connection with this work. TrdMrx Legal is only liable in cases of intent or gross negligence.
5.3 TrdMrx Legal accepts, except for gross negligence or intent, no liability to the client. If TrdMrx Legal, despite the liability exemptions and limitations contained in these terms, is liable after all, then the liability is limited to the amount paid in that case under the professional liability insurance of TrdMrx Legal, if this insurance will apply .
5.4 Should TrdMrx Legal regardless of the above (Article 5.3) nevertheless be liable, on any grounds whatsoever, that liability is at all times limited to the invoice value of the agreement from which the damage resulted. In no case shall the compensation referred to in this paragraph exceed € 2.500, -. The liability of TrdMrx Legal for (consequential) damages of the client, including fines, damages resulting from third party claims, damages resulting from the adjustments of corporate identity, web sites, reputational damage and costs for the application, is excluded.
5.5 The burden of proof with respect to any alleged liability of TrdMrx Legal rests with the client, who accepts this burden of proof.
5.6 The client indemnifies TrdMrx Legal for claims for damages of third parties that are related to or resulting from the assignment or related to any work performed by TrdMrx Legal as a result of the assignment.
5.7 In all cases where TrdMrx Legal depends on the cooperation of third parties, or if third parties are engaged for the execution of an assignment, the liability of TrdMrx Legal for damages arising out of or related to any act or omission of that third party is excluded. In these cases the client will claim damages directly from the third party. TrdMrx Legal will assist the client to this respect.
5.8 Any claims against TrdMrx Legal expire one year after the date the work to which the claim relates has been performed.
Article 6. Force Majeure
6.1 Force majeure shall mean any breach which is not due to the negligence or for the account of TrdMrx Legal. If TrdMrx Legal after concluding an agreement is prevented from fulfilling its obligations due to illness or other hindrances of an employee of TrdMrx Legal this also constitutes force majeur. As force majeure is also understood conditions such as mobilization, war, fire, flooding, strikes, riots, computer failures, transport congelation, disruptions in telecommunication and postal services, no deliverance of utility services and all other circumstances under which it can not reasonably be expected from TrdMrx Legal that it fulfills its obligations.
6.2 In addition, there is force majeure if the client provides incorrect or incomplete data, or in the absence of sufficient cooperation by the client.
6.3 In case of force majeure TrdMrx Legal has the right (without judicial intervention) to postpone the agreement as long as the circumstances that form the basis for the force majeur continue or to terminate the contract in whole or in part, without becoming liable for the consequences.
6.4 TrdMrx Legal is always entitled to demand payment for the work performed under the agreement until the moment the force majeur became apparent.
Article 7. Fees and costs
7.1 The remuneration for the work performed by TrdMrx Legal does not depend on the outcome of the assignment and is based on the following rates: government fees for filing and maintaining rights, third party fees such as foreign agents and research companies, hourly rates of agents for work performed and office costs.
7.2 The cost estimate provided to the client by TrdMrx Legal is purely indicative and excluding VAT.
7.3 In case of cost increases of among others government taxes after the start of the agreement TrdMrx Legal is entitled to charge this increase to the client. Any changes in foreign currency don’t give the client the right to terminate the agreement.
7.4 The applicable rates are the rates set forth in the most recent price lists or those confirmed to the client by TrdMrx Legal.
7.5 The rates do not include the costs of legalization, additional classes, use statements, renewal after the due date, provision and translation of priority certificates, document data, drawings, excerpts from the registry, translations and classifications, etc. It also does not include costs that arise following the filing of the application by virtue of publication, granting, negotiations with third parties, problems with objections, oppositions and defense against refusals etc. These costs are charged separately to the client. Cost budgets provided by TrdMrx Legal serve as an indication only and are completely without obligation.
7.6 Price changes because of changing exchange rates, legal fees and the fees of experts are expressly reserved.
7.7 TrdMrx Legal is entitled to enter into the agreement with the client to ask for a downpayment for the services to be provided.
Article 8. Payments
8.1 TrdMrx Legal charges its fee and additional costs to the client by advance invoices and interim and final invoices , (at the sole choice of TrdMrx Legal). If TrdMrx Legal sends an advance invoice, the assignment of the client shall not be deemed a final assignment until the invoice is paid. After receiving the payment TrdMrx Legal will start with the execution of the agreement.
8.2 Unless otherwise agreed in writing, payments of advance invoices need to be made within 8 days of the invoice date and payment of interim and final invoices need to be made within 14 days of the invoice date. All payments shall be made without deduction of any amount and without delay due to any alleged or actual breach of TrdMrx Legal. Payment is made on IBAN NL02 INGB 0006 6900 74.
8.3 Any excess payments will be refunded to the client after completion of the work.
8.4 Every invoice or claim of TrdMrx Legal is considered as a separate claim on the client.
8.5 If the invoice is at the request of the client sent to a third party, both parties and the party in whose name the intellectual property rights are established are obliged to pay the invoice. TrdMrx Legal can summon all parties to pay the invoice.
8.6 If the client does not pay within the agreed term, he is without any notice in default. TrdMrx Legal is entitled to charge a default interest of 1.5% per month from the due date, in which case part of the month is considered as a full month.
8.7 If payments are not being made in time, TrdMrx Legal is entitled to suspend or terminate the execution of the agreement, without being liable in any kind of way to the client. The non-payment of bills can lead to forfeiture of rights. If one or more invoices are not paid on time then TrdMrx Legal is authorized to suspend and to discontinue any work for this client without being liable for the consequences of not-performing the work.
8.8 As additional security for the payment by the client, by giving the assignment client provides TrdMrx Legal a first lien for or on behalf of the client registered and established intellectual property rights, including specifically its trademarks, designs and domain names . The acceptance of these terms and conditions by the client is the proof of the existence of this lien.
8.9 In case of late fulfillment of its obligations client is always obliged to pay the extrajudicial collection costs to TrdMrx Legal, including the costs of the debt collector, legal interest, the actual costs and fees of bailiffs and lawyers, even if these exceed the legally determined reimbursement for costs, with a minimum of € 175, -.
8.10 If it is agreed that intellectual property rights on results of the services will be transferred, the transfer takes place under the condition of full compliance by the client of its payment obligations.
Article 9. Complaints
9.1 Complaints regarding deficiencies in the performance of the work by TrdMrx Legal will need to be submitted to TrdMrx Legal within 30 days after the termination of the contract.
9.2 If the contract has not been completed yet, the client must report this immediately, but not later than 30 days after the discovery thereof. Complaints regarding invoices must be received within 30 days after the invoice date by TrdMrx Legal.
Article 10. Intellectual Property Rights
All intellectual property rights to the results in the context of the performance of servic contract services (such as software, websites, databases, analysis, documentation, design, methods, reports, recommendations, and preparatory material thereof) are held by TrdMrx Legal. If the services are intended to develop a name and / or slogan, then the Intellectual Property Rights to a name or slogan (unless otherwise agreed) will be transferred to the client provided that the relevant fees have all been paid by the client.
Article 11. Confidentiality
Information of a confidential nature that has been exchanged by both parties orally, in writing or by electronic means, in view of exexution of the services, will both before entering into the agreements as during the agreement and after the termination of the agreement, be kept secret as long as necessary. Information shall in any event be considered confidential if it is designated as such by either party. TrdMrx Legal and client use the confidential information for no other purpose than for which it has been provided by the other party and will apply it in no other way than specified by the other party.
Article 12. Termination
12.1 If the client does not properly or timely fulfill any obligation arising for him out of the agreement with TrdMrx Legal, then TrdMrx Legal is entitled, without judicial intervention, without any obligation to pay damages and without prejudice to the rights accruing to TrdMrx Legal (without any notice and without judicial intervention) to fully or partially dissolve, terminate or suspend the agreement by a written statement. This is also the case in bankruptcy, insolvency, receivership or cessation or liquidation of the company of the client.
12.2 All claims of TrdMrx Legal on the client are in that case immediately due and payable. The client remains liable for all damages suffered by TrdMrx Legal, including loss of profits.
12.3 In case the client at the time of dissolution already received work performed in relation to the execution of the agreement, this performance and the related payment obligations are not subject to cancellation unless and insofar TrdMrx Legal is in default regarding the performance. Amounts TrdMrx Legal has invoiced before the termination in connection with what TrdMrx Legal has performed pursuant to the Agreement shall remain due in compliance with the previous sentence, and shall be due immediately at the time of dissolution.
Article 13. Applicable law
13.1 All agreements entered into and/or actions performed between TrdMrx Legal and the client are subject exclusively to the law of The Netherlands.
13.2 Disputes between the parties will in first instance be submitted for the adjudication to the competent court in Amsterdam, The Netherlands, without prejudice to the right of TrdMrx Legal to submit any disputes to the competent court by virtue of Dutch legislation or the national legislation of the foreign client.
These Terms and Conditions are a translation of the terms and conditions in Dutch, which have been filed with the Chamber of Commerce in Amsterdam.