General Terms and Conditions
Visean Brands Consult is a company registered by the Dutch Chamber of Commerce under the number 62492411 trading also under the commercial name Weizmann Ariana. We collaborate closely with S.C. WEIZMANN ARIANA & PARTNERS INTELLECTUAL PROPERTY AGENCY S.R.L. registered in Romania, Str. 11 Iunie Nr. 51, Sc. A, Et. 1 Ap. 4, Sector 4, Bucharest. We are authorized to use the trade name Weizmann Ariana in our commercial activity.
Weizmann Ariana considers that the Beneficiary's technical, technological, commercial information are intangible assets, which are part of its corporate assets. These assets must be provided with a real and safe protection, both as trade secret or know-how, and through the benefit of the specific national and international laws regarding the protection of industrial property (inventions, trademarks, designs, models) and copyright as well as copyright related rights.
Article 1 – Definitions
1.1 The services - the services offered by Visean Brands Consult trading under the commercial name Weizmann Ariana (hereinafter named Weizmann Ariana) consist of:
- searching the availability of trademarks, designs, trade- and domain names;
- assistance and representation in respect to registration of intellectual property rights;
- representation in respect to the procedures occurring during the registration process such as response to provisional refusals, filing oppositions and response to oppositions, filing cancellation actions and response to cancellation actions, appeals;
- watching and clearing of different intellectual property rights;
- providing advice on registration and use of intellectual property rights;
- representation in procedures before the Benelux Office for Intellectual Property (BOIP), the European Union Intellectual Property Office (EUIPO) and World Intellectual Property Organization (WIPO);
- advice and representation regarding domain name disputes;
- providing legal advice and consultation in the field of intellectual property;
Depending on the necessity and the specific requirements of an order, we may deploy third parties for the execution of the order.
All the above are further referred to as „the services”.
1.2 Beneficiary – the Beneficiary is defined as:
- The natural of legal person which wishes to obtain through the services provided by the Weizmann Ariana the safety of protection of its trademarks and of the designs/ models or patents, technical and technological information made by the Beneficiary or, also to be duly represented by Weizmann Ariana before the Benelux Office for Intellectual Property (B.O.I.P.), the European Union Intellectual Property Office (E.U.I.P.O.), the World Intellectual Property Organization ("W.I.P.O."). Furthermore, the Beneficiary wants to be assisted and represented by the Agency for the protection of the trademarks, designs, models and patents.
- An intellectual property agency/other legal person, which employs Weizmann Ariana as collaborator in the execution of the obligations they have assumed through an agreement with a third party which wishes to obtain intellectual property assistance and advice on the territory of Benelux or other territories.
Article 2 – The applicability of the General terms and Conditions
2.1 The present General Terms and Provisions apply with respect to all the services offered by Weizmann Ariana unless otherwise expressly agreed in writing. Therefore these general terms and conditions apply to the offers, services and activities we carry out for the clients, on behalf of the clients based on instructions received from their representatives, for the clients directly or through the intermediary of their legal representative and to any other services and activities we may develop and which may not expressly be mentioned here.
2.2 We declare expressly that any general terms and conditions of the Beneficiary do not apply to the services we offer.
2.3 The general terms and conditions of the Beneficiary could apply only on a case-by-case basis, only with reference to specific services and only after an agreement in this respect has been signed between Weizmann Ariana and the Beneficiary.
Article 3 – The performance of the services
3.1 We undertake to perform our services to the Beneficiary at the appropriate standard, at the best of our ability, using all the resources available and observing the legal provisions applicable to the corresponding filed.
3.2 We undertake to observe the written provisions and instructions given by the Beneficiary and confirmed by us during the representation before BOIP, EUIPO, WIPO and any other administrative bodies, as well as before third parties.
Offers for services
3.3 As a first contact with the Beneficiary we communicate information about the services we offer, preliminary information on a given situation at the request of the Beneficiary or any other information based on a request from the Beneficiary and accepted by us. Such preliminary information is not invoiced unless otherwise expressly mentioned by us in the email / written form.
3.4 However we are never obliged or hold responsible to perform activities in advance, on our own initiative, without written orders from the Beneficiary, relating to the availability and/or permissibility and/or the possible protection of an intellectual property right (trademark, design, trade and/or domain name).
3.5 The offers we communicate to the Beneficiary and the information provided therein or related thereof are free of any obligations. In drafting such offers, we take in consideration the information made available by the Beneficiary.
3.6 Any estimates of costs provided to the Beneficiary will always be indications free of any obligations.
3.7 The offer is valid for a period of one month from the date of issuance following which it expires if not accepted in written by the Beneficiary.
3.8 We declare that oral commitments are not binding on us unless we have confirmed them in writing. Our offer for services may have any written form (including offers communicated in emails).
3.9 An agreement shall be considered concluded and effective when an offer for services is confirmed in written by the Beneficiary and we have subsequently confirmed the receipt of the order. Confirmation by return email is considered valid.
3.10 An agreement shall also be considered concluded and effective when an order from the Beneficiary is confirmed by us in writing. Confirmation by return email is considered valid.
3.11 Any and all modifications to an agreement shall be communicated and confirmed in written by the parties (confirmation by email is acceptable if receipt is confirmed by the receiving party).
General provisions regarding the services
3.12 During the execution of our services we will draft and file the necessary documents and arguments before the competent authorities and we will draft and communicate any necessary correspondence to third parties.
3.13 The Beneficiary is responsible to make available to Weizmann Ariana the information, data and documents requested in maximum three calendar days from their request or to provide a timetable, which will be agreed on by the parties taking in consideration the given deadlines. The responsibility for the consequences of the delay due to the failure to provide on time these data, information and documents, lies exclusively with the Beneficiary.
3.14 In the absence of instructions from the Beneficiary and in the situation of a legal deadline we are never obliged to act in order to preserve the rights of the Beneficiary.
3.15 In respect to our services providing searches, watches and trademark clearing we declare that
- The searches extend to the published registrations and applications of trademarks / designs in the corresponding registers which we have been instructed to search. No completeness can be guaranteed, nor can any guarantee be provided regarding the results of such searches.
3.16 In respect to searches for trade names or domain names:
- We provide the results of searching these names in the corresponding registers as maintained and update by the competent authorities on the date of the search.
3.17 Any legal advice in respect to the availability for registration of an intellectual property right or chances in a litigation situation is given free of obligations. The decision to register or use an intellectual property item or to proceed with a litigation, and any other connected decisions are taken by the Beneficiary for his account and risk.
3.18 Weizmann Ariana is not responsible to send notice of renewal of intellectual property rights without the written order from the Beneficiary in this respect. Weizmann Ariana will forward to the Beneficiary any letters received in this respect from the competent national offices.
3.19 The Beneficiary himself is responsible for watching his intellectual property rights unless we have been instructed expressly in written to provide such services.
Article 4 - Payment and invoices
4.1 Our invoice for services will be issued upon the commencement of the activities in conformity with the agreement between parties. In case of order for intellectual property rights searches or watches our invoice will be issued in advance, before the start of the search/watch.
4.2 Weizmann Ariana may and will invoice services in advance in cases of the first order from a new client or there where it considers necessary. Upon the confirmation of the payment, the execution of the agreement is commenced without delay. Without the confirmation of the payment, Weizmann Ariana will not carry out the services ordered by the Beneficiary.
4.3 Our invoices issued to the Beneficiary is to be settled within 14 calendar days in full, without any deductions or settlement and without any postponement due to an alleged or actual failing by Weizmann Ariana. All costs falling on the payment, including costs of exchange and bank charges, are for the account of the Beneficiary.
4.4 The Beneficiary is bound to observe the payment terms agreed according to the provisions of the concluded agreement, the present General Terms and Conditions and the date mentioned on each invoice. Considering that the legal payment terms for completing the procedures before the competent administrative are express and cannot be extended the delay in the payment of the official taxes required for completing the procedures due to the exclusive fault of the Beneficiary, exonerates the Weizmann Ariana from responsibility against all consequences arising from this delay.
4.5 If no full payment has been effected within 14 days after the date of invoice, the Beneficiary is deemed to be in default by operation of law and we are entitled without any notice of default to charge to the Beneficiary one percent interest in respect of the unpaid part of the invoiced amount, for each period of 30 days or part thereof, that payment of the amounts due pursuant to this article has not been made after the lapse of the period of 14 days mentioned.
4.6 In the cases of overdue payment of the invoice we have issued to the Beneficiary Weizmann Ariana is entitled to suspend the execution of the order with immediate effect. Weizmann Ariana will give in this respect prior notice to the Beneficiary.
4.7 In cases of overdue payment Weizmann Ariana is entitled to balance the unpaid invoices against amounts collected on behalf of the Beneficiary.
4.8 In the event of non-compliance regarding the payment of the invoices issued by Weizmann Ariana, the Beneficiary is obliged to reimburse Weizmann Ariana 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 5 – Liability
5.1 Weizmann Ariana does not accept any and all liabilities with regard to the services offered to the Beneficiary, except of those arising from intent or gross negligence and in the limit that they are covered by our liability insurance in so far as the insurer will accept the payment. The burden of proof shall rest with the Beneficiary and the Beneficiary shall accept this burden of proof.
5.2 Without prejudice to the statement in Art. 5.1 above, we declare that no matter on what grounds our liability will always be limited to the value on the invoice corresponding to the order during the implementation of which the damage was caused. Under no circumstances the compensation refered hereto will amount to more than 150 000 euro in the calendar year in which the damage was caused.
5.3 Weizmann Ariana shall never be liable for damage which is the consequence of:
- natural persons or legal entities whose services we use for the purpose of execution of an order / agreement. Nevertheless, shall we be held liable such liability 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 Beneficiary and Weizmann Ariana.
- Weizmann Ariana being employed by another intellectual property agency in the execution of the obligations of the last one deriving from an order or agreement with a third party. Nevertheless shall we be held liable such liability is limited to the scope of the obligations borne by Weizmann Ariana as a direct consequence of just those tasks which have been assigned by the other intellectual property agency to Weizmann Ariana and to the limit of the amount of maximum 150 000 euro in the calendar year.
- Incorrect and/or incomplete or not timely provided information or documents from the Beneficiary; the lack of sufficient cooperation of the Beneficiary;
- Errors and/or deficiencies in the search programmes Weizmann Ariana uses and/or in the databases Weizmann Ariana uses;
5.4 Liability for consequential loss and/or loss of profits is excluded at all times. Consequential loss includes but is not limited to damage arising from the adjustment of printed matter, Internet sites, loss of reputation, costs of inquiries, and registration of intellectual property.
5.5 In case of claims instituted by third parties against us the Beneficiary will indemnify us. If the Beneficiary transfers the risks connected to any order/agreement through insurance to another party, the last mentioned shall indemnify us against the application of any right of redress on the part of the insurance company.
5.6 Any liability shall lapse if the Beneficiary has not notified us on this matter, within three working days after any shortcoming was found, by registered letter return with signature.
Art. 6 - Claims
6.1 If the Beneficiary has any claims in respect to the provided services shall inform us within three working days after the receipt of the concerned services. If we do not receive any observations in the mentioned time frame, we shall consider that the Beneficiary agreed to the delivered services.
6.2 In the situation when a claim has been communicated within the above-mentioned time frame and deemed well founded by us, we may remedy the shortcoming at our option or reimburse to the other party, save for any other right of the other party to compensation.
6.3 No claim shall suspend the obligation of the Beneficiary to pay our issued invoice.
Art. 7 – Early termination
7.1 Both Weizmann Ariana and the Beneficiary may unilaterally terminate the agreement, upon prior written notice, sent to the other Party at least 15 working days before the termination of the agreement is to produce its effects. The unilateral termination of the agreement does not discharge the Parties from the remaining obligations/ payment of the already executed services.
7.2 Weizmann Ariana may terminate the agreement with immediate effect, without any notice having to be given and without any judicial intervention in the situation when:
- The Beneficiary filed for bankruptcy;
- The Beneficiary 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 Weizmann Ariana after receiving a letter stating a deadline by which said obligations have to be fulfilled;
In such situations, Weizmann Ariana will receive the payment for the services already provided in the execution of the agreement.
Art. 8 Confidentiality
8.1 Weizmann Ariana and the Beneficiary undertake to keep the confidentiality of the data regarding the actions, solutions and services, which are to be performed between the two Parties until the data becomes public.
Art. 9 Privacy statement
9.1 Weizmann Ariana is only using private data for the purpose for which it has received it from the Beneficiary. Furthermore, we can use such data (as email addresses) for marketing purposes in order to inform and keep informed the Beneficiary with respect to our services.
9.2 We do not share the private data received with any other organisations except for the situations strictly necessary to provide our services ordered by the Beneficiary. For example, we share the private data with national intellectual property organisations in order to be able to register intellectual property rights and to initiate litigations.
Art. 10 Governing law
10.1 All agreements entered into between Weizmann Ariana and the Beneficiary are subject to the Dutch law unless otherwise expressly specified in the agreement. In the case of disputes, the competent court in the Hague has exclusive jurisdiction, unless we prefer to use the ordinary rules of jurisdiction as a starting point.