GENERAL TERMS AND CONDITIONS OF MERKENBUREAU KNIJFF & PARTNERS B.V. Filed at the Gooi and Eemland Chamber of Commerce and Industry under number 32048561.
Article 1 – General
The work of the firm Trademark Attorneys Knijff & Partners B.V. (hereinafter to be called ‘Knijff’) includes registering trademarks and designs, searching the availability of trademarks, industrial designs, trade- and domain names, watching trademarks and providing advice on these and other intellectual property rights, hereinafter to be referred to jointly as ‘the services’.
Article 2 – Applicability
These conditions apply to all orders a principal issues to Knijff relating to the services, unless agreed otherwise in writing.
Article 3 – Performance of services by Knijff
1. Knijff will perform the agreed services to the best of its ability using all the resources available to it and with due regard for the rules which, in accordance with the criteria of good conduct by a commissionee, are usual in the profession. In particular, the principal acknowledges that:
a. an order to carry out search or watching is limited to the searching of trademarks and/or designs which have been registered in the appropriate trademarks and/or designs registers and which have been published by the authorities concerned;
b. an order to carry out search or watching trade- and domain names is limited to searching these names in the relevant registers as maintained and published by the authorities concerned;
c. Knijff is not obliged to issue notifications relating to the renewal of registrations or other actions on behalf of the preservation of rights, and this will not result in any obligation to take any actions with a view to the preservation of the trademark and/or design right, except in so far as the principal has issued a written order to do so.
2. Knijff is authorised, without having to notify the principal beforehand, to engage third parties in the execution of the order with the related costs being charged on to the principal.
Article 4 – Obligations of the principal
1. The principal is itself responsible for the prompt, correct and proper supply of all the necessary documents, prints and details and guarantees the correctness and completeness thereof.
2. The principal is itself responsible for keeping records of deadlines for, among other things, renewals or other actions to maintain the filing or the registration.
3. Knijff’s records will serve as full proof of compliance with these obligations by the principal.
4. Knijff is never obliged to perform activities in advance, on its own initiative, relating to the availability and/or permissibility and/or the possible protection of a trademark, design, trade and/or domain name.
Article 5 – Remuneration
1. The work carried out by Knijff will be remunerated:
a. According to rates (excluding VAT) covering the costs of its work in relation to registrations and renewals of these registrations and other changes in the registers of trademarks and designs, including the taxes owed and any third party costs. These relate mostly to foreign agents or correspondents. These rates never include variable costs for translations, legalisations, excerpts, documentation, diagrams, stamps, photos and prints, etc. Neither do these rates include the costs which might arise after the submission of application(s) due to publication, the granting of application(s), negotiations with third parties or other costs resulting from extra work relating to official complains or objections by third parties against the application(s). The principal will be charged separately for these costs, as well as costs resulting from foreign currency exchange rate changes; and/or
b. According to an hourly rate determined by Knijff (excluding VAT) for the time spent on the agreed work.
2. The rates applied by Knijff may be altered in between times. Such alterations will, in any case, be linked to changes in the price-index figure.
3. Any estimates issued by Knijff to the principal will always be indications without any obligation.
Article 6 – Invoicing and payment
1. Unless explicitly agreed otherwise in writing, payments must be made within 30 days of the date on the invoice without any deductions or settlement and without any postponement due to an alleged or actual failing by Knijff.
2. If the principal has not paid by the agreed deadline, it will be in default without any notice of default having to be given. As of the due date, Knijff will be fully entitled to charge statutory interest. In the event of overdue payment, Knijff is entitled to suspend execution of the order immediately.
3. In the event of non-compliance the principal is obliged to reimburse Knijff the extrajudicial collection costs, which will always include the costs of debt collection agencies and the costs actually incurred and the fees of bailiffs and lawyers, even if this exceeds the costs of proceedings legally awarded, with a minimum applying of € 150.00 excluding VAT.
Article 7 – Liability
1. Except in the event of gross negligence and intent, Knijff does not accept any liability vis-à-vis the principal for any damage other than that covered by its liability insurance and in so far as the insurer pays out. If the principal holds Knijff liable, the principal will bear the full burden of proof in relation to liability and damage, and the principal accepts this burden of proof.
2. If and in so far as Knijff is liable vis-à-vis the principal, without prejudice to the above, on whatever grounds, this liability will always be limited to the invoice amount of the order during the implementation of which the damage was caused. Under no circumstances will the compensation referred to in this paragraph amount to more than € 1,500.00.
3. Knijff will never be liable for damage which is the consequence of:
– incorrect and/or incomplete details pertaining to the principal and/or details which the principal does not provide on time;
– errors and/or deficiencies in the search programmes it uses;
– the choice of the trademark and/or the chosen classifications for which a trademark right is applied for; or
– any failing by the principal as regards compliance with its obligations. If the circumstances referred to in this paragraph result in third party claims against Knijff, the principal will indemnify Knijff from these claims.
4. Knijff is never liable for consequential damage.
5. Any liability which results from actions or omissions by third parties engaged by Knijff within the framework of the execution of the work by Knijff is limited to the scope of the obligations borne by said third parties as a direct consequence of just those tasks which have been performed in order to execute the agreement between the principal and Knijff.
Article 8 – Premature termination
Knijff is entitled, without any notice of default having to be given and without judicial intervention, to terminate the existing agreements between Knijff and the principal with immediate effect, in so far as these have not yet been executed, and to claim payment from the principal for the work already carried out and for the costs incurred due to any default on the part of the principal, if:
– the principal does not fulfil its duty, or does not do so properly, or does not do so on time, which results from the agreement entered into with Knijff after receiving a letter stating a deadline by which said obligations have to be fulfilled;
– the business of principal goes bankrupt, that is a decision to that effect is taken, the authority structure within the principal’s business change;
– the business or a third party has applied for a suspension of payments and/or has filed for bankruptcy.
Article 9 – Jurisdiction clause
All agreements entered into between Knijff and the principal are subject to Dutch law. In the case of disputes, the competent court in Amsterdam has exclusive jurisdiction.