1.1 These General Conditions are applicable to all offers from CTM2Protect and to all Agreements between CTM2Protect and Contracting Party, unless parties explicitly agree otherwise in writing. The applicability of general terms and conditions of Contracting Party is explicitly excluded.
2.1 CTM2Protect shall make an effort for carefully and properly executing the Agreement, in accordance with what parties agreed upon in writing.
2.2 Contracting Party accepts that changes in the Agreement made by him, might influence the agreed or expected time of completion of the agreed services and on the mutual responsibilities and obligations. CTM2Protect shall as soon as possible inform Contracting Party as to a new date of completion and possible financial consequences.
3.1 All charges set on by CTM2Protect are with the exception of statutory taxes and levies and of expenses made for traveling, administration, copying and printing, dispatching and shipping. Neither are included in the charges the costs for register copies, drawings, images of trade marks, translations and legalizing of trade mark applications.
Not included are also the costs arising after the submission of an application, consisting of i.a. passing on and challenging of official refusals and of oppositions by third parties and the costs of negotiations with third parties on behalf of Contracting Party. These costs will be charged to Contracting Party separately.
3.2 The valid charges are those in the recently published lists or the charges agreed upon between CTM2Protect and Contracting Party. CTM2Protect will charge an hourly rate for services which are not implied in the lists.
4.1 Payment of charges agreed upon shall be made within fourteen (14) days after the date of invoice without any discount or settlement, unless agreed otherwise.
4.2 CTM2Protect has the right to charge a cash advance. If and when CTM2Protect charges an advance, this shall be paid within eight (8) days after the date of the relevant invoice, unless agreed otherwise. If full payment of the advance fails, this will count as a non-observance of the contractual obligations of the agreement by Contracting Party.
5.1 Each Party shall refrain from disclosing to third parties in any way whatsoever any confidential information obtained from the other party.
6.1 CTM2Protect shall accomplish the agreed proceedings to the best of its abilities and with all reasonably possible means.
6.2 Contracting Party shall co-operate in performance of the Agreement to the extent reasonably necessary. Among other things, Contracting Party shall provide CTM2Protect with essential data and give clear instructions as to the scope of the searches and the intended use of its results.
6.3 Contracting Party expressly acknowledges the following:
a) As to searches for the availability of trade marks, trade names or designs performed by CTM2Protect, no completeness can be guaranteed, nor can any warranty be given as to the results of such searches. Possible recommendations by CTM2Protect as to the availability of trade marks, trade names or designs are given free of engagement. The decision whether or not to use a trade mark, a trade name or a design and all other decisions as a consequence of searches are taken fully by and at the risk of Contracting Party;
b) In case of searches the duties of CTM2Protect are limited to the investigation of trade marks, trade names or designs, included in the instructions of Contracting Party, which are registered and published by the authorities. Trade marks, trade names and designs which are not yet published will only be a part of a search if and insofar they are referred to. Contracting Party shall take its own measures for market research and other research that might be co-determining the availability of a trade mark;
c) CTM2Protect can not and shall not give any warranty as to the completeness of the monitoring of trade marks, trade marks and designs;
d) Unless expressly agreed otherwise in writing, CTM2Protect will not be obliged to perform the accomplished proceedings before or at a certain point in time;
7.1 CTM2Protect shall not have any liability for establishment or performance of the Agreement, except as provided for in the following clauses of this article.
7.2 CTM2Protect shall be liable solely for damage caused by a failure imputable to CTM2Protect in the case described below and up to the amounts stated from case to case:
a) an amount not exceeding € 5.000,- per event for damage arising from death or personal injury;
b) an amount not exceeding the charges meant in Article 3 solely for direct damage, including loss of or damage to property of Contracting Party, unless in the case of intention or gross negligence from the side of CTM2Protect.
7.3 Contracting Party shall indemnify CTM2Protect against claims of third parties for compensation for damage. Indemnification shall not apply to damage for which CTM2Protect is liable under 7.1.
7.4 Damage within the meaning of this article shall be reported to CTM2Protect in writing as soon as possible and in any event within three (3) months of its occurrence. Damage not reported to CTM2Protect within this period shall be excluded from compensation, unless Contracting Party demonstrates it was unable to report the damage earlier.
8.1 An Agreement is deemed to expire after fulfilling its execution
as meant under 2.1.
8.2 Supplementary to the relevant mandatory grounds, each of the parties have the right to annul the Agreement immediately if and when the other party files a petition in bankruptcy, relinquishes its properties and estates, applies for a suspension of payment, goes into liquidation or ceases its business or an important part of it, or when a relevant decision is made or if an adjudication order is issued.
8.3 In addition to the provisions of 9.2, in case of non-, not timely or inadequate observance of legal and contractual obligations by Contracting Party, CTM2Protect has the right, without any obligation to pay compensation, notwithstanding its further rights, without proof of default or judicial intervention to:
a) terminate, discontinue or suspend the Agreement by means of written announcement;
b) immediately claim all charges due to CTM2Protect;
c) obtain certainty from the Contracting Party as to timely observance of financial obligations before continuing the Agreement.
10.1 These General Conditions, all offers by CTM2Protect and Agreements shall be governed by Dutch law.
10.2 All disputes between CTM2Protect and Contracting Party, if not amicably settled or resolved in an alternative way, will be submitted to a court of law with jurisdiction in Amersfoort, The Netherlands.