Merkenbureau Bouma B.V.
Beursplein 37
Postbus 30177
3001 DD Rotterdam
General conditions governing the provision of services by Merkenbureau Bouma B.V. (‘Bouma’), with registered office in Rotterdam.
Article 1 – Conclusion of the agreement
1.1 The agreement between Bouma and the client shall be concluded at the time when Bouma sends the client written confirmation of the assignment or expressly carries out what has been agreed.
1.2 All assignments are given only to Bouma, even if it has been the express or implied intention to have the assignment carried out by a specific person. The effect of Article 7:404 DCC, which contains provisions regarding the latter situation, and the effect of Article 7:407 paragraph 2 DCC, which stipulates joint and several liability in situations in which an assignment is given to two or more persons, are excluded.
Article 2 – Rates
2.1 The costs of the work will be invoiced based on actual costs, based on the current hourly rates or based on fixed rates, increased by VAT.
2.2 Bouma will in addition bill the costs it incurs in carrying out the assignment, such as the costs of couriers, printing plates, additional classes, drawings, document data, extracts from registers, authentications, translations, classifications, subsequent submission of documents to finalize an application/filing, etc. Also no included in the rates are costs arising after the submission of the application/filing forms, in connection with publication, granting, negotiations with third parties or other work, such as costs associated with ex o cio objections or third-party oppositions against the applicant.
2.3 Bouma reserves the right to adjust the rates annually. Such adjustments will partially be based on the development of the price index figure for business services and price-determining factors including but not limited to taxes, wages and insurance rates.
Article 3 – Payment
3.1 Bouma will invoice its work by means of advance invoices, interim invoices and final invoices. Excess payments under advance invoices will be refunded to the client upon termination of the work. If Bouma has sent an advance invoice, it will not start to work until this invoice has been paid.
3.2 Unless expressly agreed otherwise in writing, advance invoices shall be paid within 8 days after the invoice date, while interim invoices and final invoices shall be paid within 14 days after the invoice date. Payment shall be made without any discount, deduction, set-off or suspension.
Article 4 – Intellectual property rights
All intellectual property rights arising at Bouma by making an offer or in connection with an agreement will be vested in Bouma.
Article 5 – Work/guarantee
5.1 Bouma guarantees that it will carry out the agreed work to the best of its ability, with due observance of the normal code of practice of the profession.
5.2 The client expressly agrees to the following:
* Bouma does not guarantee that investigations into trademarks, designs, trade names, etc. carried out by or on behalf of Bouma are exhaustive, nor does it give any guarantee with respect to the results of such investigations. Any advice regarding the availability of a trademark or design is given by Bouma without obligation. A decision to refrain from using a trademark or design, as well as any other decision in response to an investigation, is taken exclusively by the client and shall be at the client’s risk and expense.
* Bouma’s assignment in investigations is limited to examining the trademarks and/or designs and/or trade names, depending on the assignment, that are listed in the relevant trademark or design registers and have been published by the relevant authorities. The client itself is responsible for arranging for market research and other investigations that partially determine or may determine whether a trademark is admissible or available.
* Bouma’s assignment in applications for the listing of a trademark or design in a trademark register or design register will be limited to preparing the necessary documents and submitting them to the competent authorities, or arranging for the same. The client itself will always be responsible for the timely and proper provision to Bouma of all documents, prints and data needed for the above purposes, as requested by Bouma. More specifically, Bouma will not be obliged to perform acts on its own initiative with regard to the availability and/or admissibility and/or eligibility for protection of a trademark or design.
* Bouma does not guarantee that any monitoring activities in respect of trademarks, designs and trade names are exhaustive.
* If the submission of documents or data or any other action is subject to a deadline, Bouma will do its utmost to take the required action on time. In all cases, the client will be responsible for the timely provision of the documents or data needed. In the absence of clear instructions, Bouma will always be entitled, but not obliged, to act at its own discretion, such at the expense and risk of the client. The client hereby expressly authorizes Bouma thereto.
* Unless expressly agreed otherwise in writing, Bouma will not be obliged to carry out the work assigned to it before or at a specific time.
* If the registration of a trademark or design must be renewed or any other action is required to maintain rights, Bouma will attempt to remind the client of the relevant deadline. However, the client itself will be responsible for monitoring such deadlines. The client will be obliged to notify Bouma immediately of any change of address.
Article 6 – Liability
6.1 Bouma’s liability in connection with the execution of an assignment, per event or series of events with a common cause, is limited to the amount (excluding VAT) that Bouma has invoiced, or could invoice, under the assignment or under the part of the assignment in the execution of which Bouma has attributably failed. Bouma’s liability with respect to assignments with a term of more than six months is limited to the fee (excluding VAT) that Bouma has invoiced or could invoice under the assignment for the period of six months preceding the time at which the liability arose.
6.2 The client shall indemnify Bouma against third-party claims for compensation that are related to or arise from the agreement with Bouma.
6.3 If any auxiliary person applies a stricter limitation of liability than Bouma, Bouma will be entitled to invoke the same stricter conditions.
Article 7 – Force Majeure
7.1 In the event of force majeure, Bouma will be entitled, without judicial intervention being required, to suspend performance of the agreement for as long as the force majeure condition continues, or to terminate the agreement in whole or in part, without being obliged to pay any compensation or penalty.
7.2 Force majeure shall be taken to refer to all circumstances preventing Bouma temporarily or permanently from fulfilling its obligations, such as a lack of data or the provision of incorrect data by the client or insuficient cooperation by the client, as well as fires, floods, strikes, riots, trafi congestions, mobilizations, wars, computer failures and disruptions to postal and telecommunications services, force majeure affecting auxiliary persons, disruption of the services provided by utilities companies and all other circumstances under which Bouma can not reasonably be expected to fulfil or to continue to fulfil its obligations towards its client.
7.3 Bouma will always be entitled to claim payment for work carried out in the performance of the agreement, or payment of disbursements that have become payable, prior to the occurrence of the circumstances causing the force majeure.
Article 8 – Termination
8.1 If the client:
petitions for its own bankruptcy, is declared bankrupt, proceeds to assignment of its estate, petitions for a suspension of payments; or
ceases or liquidates its business or a substantial part thereof, or takes a decision to that effect; or
does not or not properly fulfil any legal or contractual obligation towards Bouma; or
has provided incorrect and/or incomplete data, the client will be deemed in default by operation of law and any (remaining) debt to Bouma will become immediately due and payable.
8.2 In the situations described in paragraph 1, Bouma will be entitled – without any liability for compensation and without prejudice to its other rights, such as its rights with respect to overdue penalties and interest and the right to compensation, and without notice of default being required:
to terminate the agreement in whole or in part by means of a written notice to the client, without this giving rise to any obligations to undo towards the client; or
to demand that the client furnish security for the (timely) fulfilment of its payment obligations, before resuming performance of the agreement.
8.3 The client is obliged to notify Bouma immediately if any of the circumstances described in Article 8 paragraph 1 occur, or if force majeure prevents the client from fulfilling its obligations towards Bouma or providing information about facts and circumstances that may (also) be relevant to the assessment of a situation on which Bouma is to give advice.
8.4 The agreement is for an indefinite period, unless expressly agreed otherwise in writing. The agreement may be terminated early in writing. Bouma shall observe a notice period of one month and the client shall observe a notice period of three months.
Article 9 – Governing law and competent court
The legal relationship between Bouma and the client is governed by Dutch law. Only the Rotterdam District Court will have jurisdiction to hear any disputes between Bouma and the client, without prejudice to Bouma’s right to submit disputes to the court with jurisdiction according to the law.