GENERAL TERMS AND CONDITIONS ON Trade Mark Assistance AB'S PROVISION OF SERVICES COMPANIES INCLUDING CONDITIONS FOR PAYMENT
1 General
1.1 These General Terms and Conditions (the "Terms") govern the professional services relating to trade mark and domain name consultation in the form of searches, filing and watching provided by Trade Mark Assistance AB with corporate registration number 559204- 1551, 77 Leadenhall Street London, EC3A 3DE, phone number: +44 800 006 1150,email: info@trademarkassistance.co.uk ("Trade Mark Assistance"), to a party who is a natural person acting for purposes which are not related to trade, business or profession (the "Customer").
1.2 Trade Mark Assistance reserves the right to revise the Terms, after which such a revised version will be published at www.trademarkassistance.co.uk. Revised Terms will only apply to an Assignment that has been ordered by the Customer after the revised Terms were published on Trade Mark Assistance's website.
2 The Assignment
2.1 Trade Mark Assistance offers digital management services for trade marks and domain names (jointly "IP Right"). Through Trade Mark Assistance's digital management platform (the "Platform"), the Customer may order Trade Mark Assistance to file for registration of an IP Right ("Assignment"). For each Assignment the Customer signs up on a twelve (12) months management subscription service consisting of deadline management and watching service for the related IP Right ("Subscription").
2.2 Trade Mark Assistance shall perform the Assignment and provide the Subscription in a professional manner and in accordance with good practice and care for the Customer's interests..
2.3 Trade Mark Assistance does not give any warranties or representations to the Customer, neither expressly or implied, that an Assignment or the Subscription will generate, or result in, a specific or particular result or outcome.
2.4 Where no clear and precise instructions have been given by the Customer, Trade Mark Assistance may take the required measures in its own discretion in order to ensure that the Customer does not suffer a legal loss. The Customer shall pay any and all fees incurred by Trade Mark Assistance for taking such measures.
3 Fees and payment
3.1 Trade Mark Assistance offers to perform each Assignment and related Subscription for a yearly fixed subscription fee ("Subscription Fee"). Trade Mark Assistance shall provide the Customer with information about the Subscription Fee for an ordered Assignment made by the Customer prior to incurring any costs for the Customer. Listed and provided Subscription Fees shall include all applicable taxes including value-added tax (VAT). Trade Mark Assistance is entitled to yearly adjusting the prices based on relevant consumer price indexes +2% yearly for all contracted services.
3.2 Additional fees may be charged where Trade Mark Assistance involves a subcontractor to, upon the request of the Customer, respond to an office action or file an opposition. The services are outside of the Assignment and related Subscription and are communicated between the Customer and a subcontractor through the Platform.
3.3 The fee adjustment provision in section 3.1 shall not apply to official fees imposed by registration offices, registrars or subcontractors over which Trade Mark Assistance has no control.
3.4 Trade Mark Assistance offers two (2) different payment methods for the Subscription Fee; (i) yearly direct payments of the entire Subscription Fee upon the commencement of the Subscription Term or a subsequent Renewal Term ("Direct Payment"); or (ii) monthly installments during the Subscription Term or a subsequent Renewal Term ("Monthly Payments").
3.5 In case of Direct Payment, Trade Mark Assistance issues an invoice which shall be due thirty (30) days after the invoice date and interest shall accrue on late payments in accordance with applicable law, or otherwise mandatory law, from the due date until payment is received. In case of Monthly Payments, Trade Mark Assistance issues monthly invoices which shall be due fourteen (14) days after the invoice date and interest shall accrue on late payments in accordance with applicable law, or otherwise mandatory law, from the due date until payment is received.
3.6 In the event of non-payment of one or more of the Monthly Payments during the first year of trade mark application subscriptions, Trade Mark Assistance will send the customer a payment reminder about said Monthly Payment or Payments. If the correct amount, including interest any administrative fees for the payment reminder, has not been deposited in Trade Mark Assistance’s account within 30 days from the date of the payment reminder, ownership of the mark in question will automatically be transferred to Trade Mark Assistance.
4 Right to withdraw from Assignments
4.1 The Customer may withdraw from the Assignment within fourteen (14) days from the date the Assignment was accepted by the Customer. The Customer may withdraw from the Assignment by notifying Trade Mark Assistance at support@trademarkassistance.co.uk or by the standard form for withdraw available here https://www.trademarkassistance.co.uk/contact. Trade Mark Assistance shall without undue delay confirm your request to withdraw.
4.2 Where the Customer exercises its right to withdraw from an Assignment, Trade Mark Assistance shall repay the Customer in full the amount that the Customer has paid to Trade Mark Assistance. Repayment shall be made without undue delay and no later than fourteen (14) days after the day when Trade Mark Assistance received the Customer's request to withdraw. Notwithstanding the foregoing, where Trade Mark Assistance has partially performed the Assignment or the Subscription before receiving the Customer's request to withdraw, the Customer shall remunerate Trade Mark Assistance a proportionate part of the agreed fee for the Assignment or the Subscription that has partially been performed. Any and all official fees such as registration office application fees, shall be considered a proportionate part of the agreed fee for the Assignment for which Trade Mark Assistance shall be remunerated.
5 Subscription Term and Termination
5.1 As described in section 2.1 a Subscription relating to an Assignment is on-going for twelve (12) months ("Subscription Term"). Upon the end of the Subscription Term, unless terminated in accordance with section 5.2 or with a written notice thirty (30) days prior to the end date of the subscription, the Subscription Term is renewed with consecutive terms of twelve (12) months ("Renewal Term").
5.2 The Subscription Term and Renewal Term may not be terminated to end early by either Trade Mark Assistance or the Customer, unless the other party:
(a) is in material breach of its obligations under these Terms and such breach is not remedied, where remediation is possible, within fourteen (14) days after receiving notice of the breach;
(b) is declared bankrupt or enters into liquidation (voluntary or involuntary) or composition proceedings with its creditors, becomes insolvent or any similar procedure or action in any jurisdiction.
6 Processing of personal data
6.1 Trade Mark Assistance is the controller for the processing of the personal data collected due to the Assignment. The processing of personal data and the data subject's rights are described in Trade Mark Assistance's privacy policy available here https://www.trademarkassistance.co.uk/contact.
7 The Customer’s obligation to provide accurate information
7.1 The Customer shall provide the information and the documentation requested by Trade Mark Assistance to fulfill the Assignment. At the request of Trade Mark Assistance, the Customer shall review received documents and provide Trade Mark Assistance with clarifying instructions.
7.2 The Customer is responsible for ensuring that all information provided in connection with an application for registration of a domain name, trade mark or other assignment is correct and shall notify Trade Mark Assistance of any changes regarding such information.
7.3 Trade Mark Assistance is not liable for damages that may arise from any recommendations or actions made by Trade Mark Assistance based on incorrect or inadequate information from the Customer and/or by the Customer referred third party or for additional costs incurred due to such incorrect or inadequate information.
8 Confidentiality
8.1 Trade Mark Assistance undertakes to protect the information the Customer provides and not to disclose such information to unauthorized third parties. If the Customer grants Trade Mark Assistance to procure or collaborate with other advisors or service providers in an Assignment, then the Customer is considered to have accepted that Trade Mark Assistance discloses material and information that Trade Mark Assistance deems is relevant for the advisor to take part of for the purpose of advising in the Assignment.
9 Intellectual property
9.1 Copyright and all other intellectual property rights to documents and work results created by Trade Mark Assistance within the scope of the Assignment shall be exclusively owned by Trade Mark Assistance. However, the Customer is entitled to use such documents and work results for the purposes for which they were made. Unless otherwise agreed, the Customer may not distribute the documents and the work results, nor use them for marketing purposes.
9.2 Trade Mark Assistance is not liable for any damages that arise from the Customer's, or a third party's, use of documents or work results in any way or for any purpose other than for which they were produced or submitted to the Customer by Trade Mark Assistance.
10 Subcontractors
10.1 Trade Mark Assistance has the right to contract a subcontractor for the performance of an Assignment, or service relating thereto, in accordance with section 3.2 or where the Assignment pertains to jurisdictions where specific local expertise is required. For such subcontractor Trade Mark Assistance may accept a limitation of the subcontractor's liability on the Customer's behalf.
11 Limitations of liability
11.1 Trade Mark Assistance shall only be liable for direct damages. For each Subscription Term or Renewal Term Trade Mark Assistance's aggregated liability for direct damages that arise from an Assignment, or related Subscription, shall be limited to the Subscription Fee, or partial amount thereof, received in payment by Trade Mark Assistance from the Customer. Under no circumstances shall the aggregated liability for an Assignment exceed SEK [one million (1,000,000)].
11.2 Trade Mark Assistance shall not be liable for any indirect or consequential damages or loss, or for any of the following losses (whether or not those losses are considered by the law to flow "directly" (i.e. naturally) from the relevant breach or negligence), namely loss of profits, loss of revenue, loss of data, loss of contracts, loss of anticipated savings, loss of or damage to goodwill, even if the damage was difficult to foresee or not. The limitation of liability pursuant to this section 11.2 shall not apply in case of Trade Mark Assistance's gross negligence or willful misconduct.
11.3 Trade Mark Assistance is not liable for damages that arise from circumstances or events that are outside of Trade Mark Assistance's control and that Trade Mark Assistance could reasonable not have foreseen at the time of the acceptance of the Assignment, or reasonably avoided or overcome.
12 Communication
12.1 Trade Mark Assistance shall consult with the Customer to the extent that it is needed and possible during the performance of the Assignment. If an Assignment cannot be considered to be of reasonable benefit to the Customer considering the price or value that the Assignment will bring, or other special circumstances, Trade Mark Assistance shall advise the Customer of this.
12.2 If, after the performance of the Assignment has begun, it is clear that the Assignment will not be considered to be of reasonable benefit to the Customer, or that the price of the Assignment will be significantly higher than the Customer could have expected, Trade Mark Assistance shall inform the Customer of the situation and request the Customer's instruction
12.3 The Platform is the primary method of communication by which Trade Mark Assistance communicates with the Customer. Although this electronically based communication form has many advantages, Trade Mark Assistance is aware that electronic communications may bring certain challenges from a security perspective. If the Customer does not wish to communicate with Trade Mark Assistance electronically, the Customer must inform Trade Mark Assistance of this.
12.4 Trade Mark Assistance asks the Customer to note that it happens from time to time that electronic messages do not reach the intended recipient. Where the Customer sends critically important or time sensitive information by electronic means, the Customer should follow-up the sent communication by e.g. a phone call or otherwise to Trade Mark Assistance. Trade Mark Assistance does not assume any liability for any risks arising from communication through the Platform. This also applies to notices under these Terms.
13 Right to file a complaint
13.1 The Customer has a right to file a complaint to Trade Mark Assistance in case an Assignment is defective. A complaint shall be filed to support@trademarkassistance.co.uk within reasonable time from when the Customer discovered the defect.
14 Governing law and disputes
14.1 These Terms shall be governed by and construed in accordance with the laws of UK, excluding its conflict of law provisions.
14.2 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be settled by British courts with the District Court of London as first instance.
14.3 Sections 14.1 and 14.2 shall not apply to the extent private international law on consumer protection grants the Customer other more beneficial rights regarding applicable law and jurisdiction.
14.4 Notwithstanding section 14.2, the Customer may have a right to request an official national consumer dispute organization or board to settle a Customer's claim or challenge under the Terms. Please contact Trade Mark Assistance to receive more information about what consumer dispute organization that may apply to you.
GENERAL TERMS AND CONDITIONS ON Trade Mark Assistance AB'S PROVISION OF SERVICES COMPANIES INCLUDING CONDITIONS FOR PAYMENT
1 General
1.1 These General Terms and Conditions (the "Terms") govern the professional services relating to trade mark and domain name consultation in the form of searches, filing and monitoring provided by Trade Mark Assistance AB with corporate registration number 559204-1551, 77 Leadenhall Street London, EC3A 3DE, phone number: +44 800 006 1150, email: info@trademarkassistance.co.uk ("Trade Mark Assistance"), to you (the "Customer").
1.2 Trade Mark Assistance reserves the right to revise the Terms, after which such a revised version will be published at www.trademarkassistance.co.uk. Revised Terms will only apply to an Assignment that has been ordered by the Customer after the revised Terms were published on Trade Mark Assistance's website.
2 The Assignment
Trade Mark Assistance offers digital management services for trade marks and domain names (jointly "IP Right"). the Customer may order Trade Mark Assistance to file for registration of an IP Right ("Assignment"). For each Assignment the Customer signs, up on a twelve (12) months management subscription service consisting of filing management and watching service for the related IP Right ("Subscription").
2.2 Trade Mark Assistance shall perform the Assignment and provide the Subscription in a professional manner and in accordance with good practice and care for the Customer's interests.
2.3 Trade Mark Assistance does not give any warranties or representations to the Customer, neither expressly or implied, that an Assignment or the Subscription will generate, or result in, a specific or particular result or outcome.
2.4 Advertising statements by Trade Mark Assistance on its webpage or in other marketing material shall not be considered part of or be considered in the interpretation of these Terms.
2.5 Where no clear and precise instructions have been given by the Customer, Trade Mark Assistance may take the required measures in its own discretion in order to ensure that the Customer does not suffer a legal loss. The Customer shall pay any and all fees incurred by Trade Mark Assistance for taking such measures.
3 Fees and payment
3.1 Trade Mark Assistance offers to perform each Assignment and related Subscription for a yearly fixed subscription fee ("Subscription Fee"). Upon request by the Customer, Trade Mark Assistance may provide the Customer with an estimate of the Subscription Fee for an ordered Assignment made by the Customer. Listed and provided estimates of Subscription Fees do not include value-added tax (VAT) unless otherwise stated. Trade Mark Assistance is entitled to yearly adjusting the prices based on relevant consumer price indexes as well as other factors of relevance for Trade Mark Assistance’s business operations.
3.2 Official fees to registration offices and registrars, as well as other legal or administrative fees, are not part of the Subscription Fee and are thus charged separately.
3.3 Additional fees may be charged where Trade Mark Assistance involves a subcontractor to, upon the request of the Customer, respond to an office action or file an opposition. Additional fees are also charged for services outside of the Assignment and related Subscription.
3.4 The fee adjustment provision in section 3.1 shall not apply to official fees imposed by registration offices, registrars or subcontractors over which Trade Mark Assistance has no control.
3.5 Trade Mark Assistance offers two (2) different payment methods for the Subscription Fee; (i) yearly direct payments of the entire Subscription Fee upon the commencement of the Subscription Term or a subsequent Renewal Term ("Direct Payment"); or (ii) monthly instalments during the Subscription Term or a subsequent Renewal Term ("Monthly Payments").
3.6 In case of Direct Payment, Trade Mark Assistance either provides credit card payments, bank transfer (SEPA payment) or issues an invoice which shall be due thirty (30) days after the invoice date and interest shall accrue on late payments in accordance with applicable law, or otherwise mandatory law, from the due date until payment is received. In case of Monthly Payments, Trade Mark Assistance either provides credit card payment, bank transfer (SEPA payment) or issues monthly invoices which shall be due fourteen (14) days after the invoice date and interest shall accrue on late payments in accordance with applicable law, or otherwise mandatory law, from the due date until payment is received.
3.7 Trade Mark Assistance may charge in arrears, any changes in currencies and fees at the respective top level domain name administrator, government authority or supplier, as well as transaction costs related to Trade Mark Assistance payment orders.
3.8 As described in section 2.1 a Subscription relating to an Assignment is on-going for twelve (12) months ("Subscription Term"). Upon the end of the Subscription Term, unless terminated in accordance with section 3.9 or with a written notice thirty (30) days prior to the end date of the subscription, the Subscription Term is renewed with consecutive terms of twelve (12) months ("Renewal Term").
3.9 The Subscription Term and Renewal Term may not be terminated to end early by either Trade Mark Assistance or the Customer, unless the other party:
(a) is in material breach of its obligations under these Terms and such breach is not remedied, where remediation is possible, within fourteen (14) days after receiving notice of the breach;
(b) is declared bankrupt or enters into liquidation (voluntary or involuntary) or composition proceedings with its creditors, becomes insolvent or any similar procedure or action in any jurisdiction.
3.10 In the event of non-payment of one or more of the Monthly Payments during the first year of trade mark application subscriptions, Trade Mark Assistance will send the customer a payment reminder about said Monthly Payment or Payments. If the correct amount, including interest any administrative fees for the payment reminder, has not been deposited in Trade Mark Assistance’s account within 30 days from the date of the payment reminder, ownership of the mark in question will automatically be transferred to Trade Mark Assistance.
4 Processing of personal data
4.1 Trade Mark Assistance is the controller for the processing of the personal data collected due to the Assignment. The processing of personal data and the data subject's rights are described in Trade Mark Assistance's privacy policy available here https://www.trademarkassistance.co.uk/privacy-policy.
5 The Customer’s obligation to provide accurate information
5.1 The Customer shall provide the information and the documentation requested by Trade Mark Assistance to fulfill the Assignment. At the request of Trade Mark Assistance, the Customer shall review received documents and provide Trade Mark Assistance with clarifying instructions.
5.2 The Customer is responsible for ensuring that all information provided in connection with an application for registration of a domain name, trade mark or other assignment is correct and shall notify Trade Mark Assistance of any changes regarding such information.
5.3 Trade Mark Assistance is not liable for damages that may arise from any recommendations or actions made by Trade Mark Assistance based on incorrect or inadequate information from the Customer and/or by the Customer referred third party or for additional costs incurred due to such incorrect or inadequate information.
6 Confidentiality
6.1 Trade Mark Assistance undertakes to protect the information the Customer provides and not to disclose such information to unauthorized third parties. If the Customer grants Trade Mark Assistance to procure or collaborate with other advisors or service providers in an Assignment, then the Customer is considered to have accepted that Trade Mark Assistance discloses material and information that Trade Mark Assistance deems is relevant for the advisor to take part of for the purpose of advising in the Assignment.
7 Intellectual property
7.1 Copyright and all other intellectual property rights to documents and work results created by Trade Mark Assistance within the scope of the Assignment shall be exclusively owned by Trade Mark Assistance. However, the Customer is entitled to use such documents and work results for the purposes for which they were made. Unless otherwise agreed, the Customer may not distribute the documents and the work results, nor use them for marketing purposes. If it relates to “works made for hire”, ownership shall be vested in the Customer. The Customer is solely responsible to transfer any ownership claims related to “works made for hire.
7.2 Trade Mark Assistance is not liable for any damages that arise from the Customer's, or a third party's, use of documents or work results in any way or for any purpose other than for which they were produced or submitted to the Customer by Trade Mark Assistance.
7.3 After obtaining the Customer's written consent thereto, Trade Mark Assistance has the right to use the Customer's logo, tradenames, and trade marks in the context of marketing, such as when indicating reference clients on its website and in other contexts.
8 Subcontractors
8.1 Trade Mark Assistance has the right to contract a subcontractor for the performance of an Assignment, or service relating thereto, in accordance with section 3.2 or where the Assignment pertains to jurisdictions where specific local expertise is required. For such subcontractor Trade Mark Assistance may accept a limitation of the subcontractor's liability on the Customer's behalf.
9 Limitations of liability
9.1 Trade Mark Assistance shall only be liable for direct damages. For each Subscription Term or Renewal Term Trade Mark Assistance's aggregated liability for direct damages that arise from an Assignment, or related Subscription, shall be limited to the Subscription Fee, or partial amount thereof, received in payment by Trade Mark Assistance from the Customer. Under no circumstances shall the aggregated liability for an Assignment exceed SEK [one million (1,000,000)].
9.2 Trade Mark Assistance shall not be liable for any indirect or consequential damages or loss, or for any of the following losses (whether or not those losses are considered by the law to flow "directly" (i.e. naturally) from the relevant breach or negligence), namely loss of profits, loss of revenue, loss of data, loss of contracts, loss of anticipated savings, loss of or damage to goodwill, even if the damage was difficult to foresee or not. The limitation of liability pursuant to this section 0 shall not apply in case of Trade Mark Assistance's gross negligence or willful misconduct.
9.3 Trade Mark Assistance is not liable for damages that arise from circumstances or events that are outside of Trade Mark Assistance's control and that Trade Mark Assistance could reasonable not have foreseen at the time of the acceptance of the Assignment, or reasonably avoided or overcome.
10 Communication
10.1 The Trade Mark Assistance digital platform (the "Platform") is the primary method of communication by which Trade Mark Assistance communicates with the Customer. Although this electronically based communication form has many advantages, Trade Mark Assistance is aware that electronic communications may bring certain challenges from a security perspective. If the Customer does not wish to communicate with Trade Mark Assistance electronically, the Customer must inform Trade Mark Assistance of this.
10.2 Trade Mark Assistance asks the Customer to note that it happens from time to time that electronic messages do not reach the intended recipient. Where the Customer sends critically important or time sensitive information by electronic means, the Customer should follow-up the sent communication by e.g., a phone call or otherwise to Trade Mark Assistance. Trade Mark Assistance does not assume any liability for any risks arising from communication through the Platform. This also applies to notices under these Terms.
11 Governing law and disputes
11.1 These Terms shall be governed by and construed in accordance with the laws of UK, excluding its conflict of law provisions.
11.2 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the London Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English, but evidence may be submitted in English.
11.3 Arbitration called for with reference to Section 11.2 and information that emerges during such proceedings, as well as decisions or skills communicated in connection with the proceedings, include secrecy and may not, in the absence of the other party's express consent, pass on to third parties. However, a party shall not be prevented from disclosing such classified information in order to preserve its right in relation to the other party or if such an obligation exists under mandatory law.
11.4 Notwithstanding Section 11.2, Trade Mark Assistance shall be entitled to bring an action regarding overdue claims in connection with the Assignment or otherwise in courts or authorities (for example the enforcement agency) that have jurisdiction (jurisdiction) over the Customer or any of the Customer's assets.