Article 1 General

1.Marcam Trademark Attorneys (hereinafter referred to as Marcam)
The following conditions apply to Marcam
All assignments are deemed to have been given to and can only be accepted by Marcam. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.
2. All quotations from Marcam are without obligation and must be regarded as an invitation to issue an assignment, unless otherwise agreed in writing or deviated from in these general terms and conditions.
3. Applicability of the Client’s general terms and conditions is hereby rejected.
4. If there is a deviation from the general terms and conditions, the deviations must be expressly agreed in writing. Even in the event of deviation from one or more of the provisions of these general terms and conditions, the other provisions are and remain fully applicable.
5. In the event of a conflict between a provision in these general terms and conditions and a provision laid down in an agreement concluded with Marcam, the content of the agreement concluded with Marcam shall prevail. 6. If one or more provisions of these general terms and conditions prove to be null and void, are annulled or otherwise lose their legal validity, the other provisions will remain in force as much as possible.

Article 2 Execution of the assignment

1. Marcam will carry out the assignments given to it to the best of its ability and with the required care and accuracy, as befits a good contractor. In the execution of the assignment, Marcam may be assisted by third parties engaged by Marcam in the execution of the assignment.
2. The assignment will be carried out on the basis of the information provided to Marcam by the client. The Client will therefore provide Marcam with all instructions and information relevant to the execution of the assignment in a timely manner. If the client does not provide Marcam with instructions or information in a timely manner and a deadline is therefore likely to expire, Marcam will, if possible, request an extension of the term. Fees and costs will be charged to the client for this work. If a period nevertheless expires, Marcam is not liable for the consequences. Nor is Marcam liable for the non-performance of work that is not explicitly assigned to it.
3. Marcam may engage third parties in the execution of the assignment. In the event that these third parties wish to limit their liability, the Client authorizes Marcam to accept this limitation of liability. Although Marcam will exercise all due care in selecting and engaging third parties, it is not liable for shortcomings of third parties engaged by it in the context of the execution of the assignment. The Client indemnifies Marcam against claims from those third parties in connection with claims by the Client against those third parties.
4. Any application made by Marcam may be included in Marcam’s trademark monitoring service by order.
5. The Brand Monitoring Service is an annual subscription, with 1 month’s notice before the end of the subscription term. If the cancellation is not made in time, the subscription will be automatically renewed for a period of one year.
6. After a trademark has been fully registered, Marcam acquires the right to display this trademark on its website, in its newsletters and in other possible communications.

Article 3 Confidentiality

1. Marcam will maintain complete confidentiality with regard to any communication of a confidential nature that has been provided to Marcam by or on behalf of the client.
2. Marcam also communicates electronically. If errors occur as a result of this method of communication or if third parties become aware of the content of the information provided, Marcam is not liable for any damage resulting from this method of communication.

Article 4 Liability

1. Marcam is not liable for damage suffered by the Client, except and insofar as the Client can demonstrate that there is intent or gross negligence on the part of Marcam
2. Marcam is never liable for indirect damage and/or consequential damage to the Client, such as trading loss, loss due to delays, loss of interruption or loss of profit.
3. Marcam is insured against liability. Liability for damage does not exceed the amount that Marcam’s insurance reimburses plus Marcam’s deductible for this insurance. If the insurance does not pay out, Marcam’s liability will never exceed € 1,500,-. Any further liability is expressly excluded.

Article 5 Invoices, fees, payment, costs

1. As a rule, Marcam requires full payment in advance from the client. Marcam is entitled to start the execution of the assignment only if full payment has been made. The payment will be set off against any additional work to be invoiced by Marcam at a later date
2. Marcam’s fees shall be calculated in accordance with the usual
Marcam’s rates, where the result of the work performed is not important. The fees include the reimbursements for time spent on behalf of the client as well as a reimbursement for general fixed office costs. Marcam will also charge the client a surcharge for variable office costs, whereby these office costs will be passed on as a percentage of the fees.
3. In addition to the variable fees that will be passed on by Marcam on the basis of the hourly rate set by Marcam, multiplied by the number of hours spent on an assignment, Marcam also charges fixed fees.
4. The Client will be charged for all costs incurred in connection with the execution of an assignment. These costs include taxes, travel and accommodation expenses, costs of agents or other experts, costs of courier services and costs of translations.
5. Cost estimates and quotations provided by Marcam to the client are purely indicative and non-binding, unless expressly stated otherwise by Marcam in writing.
6. All invoices must be paid to Marcam in full, without discount or set-off, within the payment term stated on the invoice. If no payment term is mentioned on the invoice, the invoice must be paid within 14 days of the invoice date. Marcam is free to send claims in the interim.
7. If a dispute should arise between the client and Marcam, this does not give the client the right to suspend or refuse payment of the invoices.
8. In the event of failure to make payment within the set period, the client will be in default by operation of law without (further) notice of default and will owe statutory interest on the amount due, without prejudice to other rights of Marcam, pursuant to Article 6:119a of the Dutch Civil Code.
9. All costs that Marcam has to incur in and/or out of court in connection with the client’s failure to pay the invoices on time will be fully borne by the client.

Article 6 Termination, force majeure

1. The Client is in default by operation of law if: – the Client violates any obligation under the agreement and/or these general terms and conditions; or – the client is declared bankrupt, a suspension of payments is granted, the statutory debt rescheduling scheme is declared applicable, is placed under guardianship or its assets are placed under administration in whole or in part, or if an application is submitted for one of these cases; or – the Client transfers the business operations in or control of its business or part thereof, in whole or in part, loses its legal personality, is dissolved or liquidated or otherwise ceases the Client’s business operations; or – a prejudgment or executory attachment is levied on goods belonging to or at the expense of the client.
2. In the situation referred to in paragraph 1, Marcam is entitled to immediately unilaterally dissolve the agreement with the client in writing without notice of default. In the event of full or partial dissolution by Marcam, Marcam will not be obliged to pay any compensation to the client. Moreover, the dissolution does not affect other rights to which Marcam is entitled, including, for example, but not limited to, the right to full compensation.
3. Amounts invoiced by Marcam before the dissolution in connection with what it has already done in the execution of the agreement remain due and become immediately due and payable at the time of dissolution.
4. In addition to the other rights that belong to Marcam, Marcam is entitled to suspend the performance and execution of the assignment in the event of force majeure, or to dissolve without judicial intervention, without Marcam being obliged to pay any compensation.
5. In these general terms and conditions, force majeure is understood to mean any shortcoming in the fulfilment of assignments to Marcam that is not attributable to Marcam’s fault, nor is it for its account. Force majeure is in any case the case if Marcam is unable to perform as a result of illness, death or other inability to attend of a Marcam employee.

Article 7 Choice of law and forum

1. The mutual legal relationship between the client and Marcam is exclusively governed by Dutch law. All disputes between the client and Marcam will be submitted exclusively to the competent court in the District of Overijssel.
2. Marcam is free – if it so wishes – to bring a case before a court competent according to the law, in derogation from Article 7.1.

Article 8 Translations of general terms and conditions

These general terms and conditions have been drawn up in Dutch.
If there is a difference in the translation and interpretation of these general terms and conditions between
Dutch and foreign text, the Dutch text will be binding.