Article 1 – General

1.1 These general terms and conditions (“General T&C’s”) apply to every agreement and all legal relationships between Claudia Festen, trading under the name Alducia (“Alducia”) and every other party that sends instructions to Alducia for further handling (“client”). 

1.2 Any amendments and additions to these General T&C’s are valid only if explicitly accepted in writing by Alducia. These amendments and additions are only applicable to the agreement in question. All terms and conditions that are unaltered remain in effect. 

1.3 If it turns out that any term or provision of these General T&C’s is void or no longer valid, the other terms and provisions shall remain in force. The invalid term or provision will then be replaced by an alternative, valid term or provision, which has the same or similar intended effect as the original term or provision. 

1.4 The applicability of any terms and conditions used by the client is explicitly ruled out, unless otherwise agreed in writing.

Article 2 – Agreement

2.1 The Agreement between Alducia and the client takes effect from the moment that the client sends instructions to Alducia (whether in written form or otherwise) to carry out any services and Alducia accepts this assignment in writing.

2.2 Without a written confirmation of the assignment by Alducia, the client cannot derive any rights from the assignment or any undertaking from Alducia in relation thereto.

2.3 All assignments are carried out on behalf of the client. Third parties cannot derive any rights from the assignment or any undertaking from Alducia in relation thereto.

2.4 By sending an assignment to Alducia, the client grants Alducia power of attorney to, if this is deemed necessary or desirable for handling the assignment correctly, engage third parties.  This power of attorney includes the acceptance of any general terms and conditions of these third parties on behalf of the client.

Article 3 – Performance

3.1 Alducia will perform the assignment to the best of her ability and in compliance with the rules and common standards in her trade. Alducia is not liable when any particular result in connection with the assignment is not achieved.

3.2 Alducia will send timely reminders to the client in relation to deadlines and actions necessary to maintain registrations, pending applications and procedures. The client remains responsible for monitoring these deadlines, providing the necessary information and documentation and for sending timely instructions for the maintenance of registrations, pending applications and procedures.

3.3 Alducia cannot be expected to perform any tasks at her own initiative in relation to searches, applications, maintenance of rights or any other assignments.

3.4 If and when deemed necessary, in absence of complete or timely instructions and documentation from the client, Alducia may act at her own initiative on behalf and at the expense of the client.

3.5 Alducia accepts no responsibility or liability for the accuracy and completeness of information provided to her by the client. Providing incorrect or incomplete information, whether or not in good faith, will releases Alducia from any liability for the consequences and gives Alducia the right to terminate the agreement with the client.

3.6 Alducia will treat all information provided to her by the client as confidential information, with the exception of information that generally known or that is available in the public domain.

Article 4 – fees and expenses

4.1 Cost estimates of Alducia are non-binding and indicative and may include the following components:

1. Costs for the performance of assignments by Alducia according to the rates that are applicable at that time;
2. Official fees from governments and authorities, including BOIP, EUIPO, and WIPO;
3. Costs of third parties, including domestic and foreign agents, couriers, and other suppliers;
4. Office costs.

4.2 The applicable rates are the rates listed in the most recent fee sheet or the rates confirmed to the client by Alducia. Unless otherwise stated, the rates are exclusive of VAT.

4.3 Unless otherwise agreed, cost estimates do not include variable costs, such as changes in exchange rates for foreign currencies, increases in official fees after the start of the agreement and the costs for translation and/or legalization of documents. These costs are charged separately to the client. Changes in variable costs after the start of the agreement do not provide the client with the right to terminate the agreement with Alducia.

4.4 Rates may be revised by Alducia during the term of the agreement.

Article 5 – Payment

5.1 Alducia charges her rates and costs to the client through pro forma invoices, interim invoices, and/or final invoices (entirely at Alducia's discretion). If the client receives an pro forma invoice, the client's instructions will only be considered a definitive assignment once the pro forma invoice has been paid and the payment has been received by Alducia. After receipt of the payment, Alducia will start executing the client’s instructions. 

5.2 Unless otherwise agreed in writing, the client shall pay Alducia's invoices within 14 days of the invoice date.

5.3 If an invoice is sent to a third party at the request of the client, both the client and the third party can be summoned for payment by Alducia.

5.4 In case of late payment, the client is obliged to reimburse all (extrajudicial) costs related to debt collection, with a minimum of € 150.00.

5.5 In case of late payment, Alducia is entitled to suspend or cease the performance of a specific assignment or all assignments for the client, in which case the is not liable for the consequences of that suspension or cessation, including the loss of rights.

Article 6 – Liability

6.1 Alducia accepts, except in cases of gross negligence, malintent and/or willful recklessness, no liability for any damage other than the damages which are covered by the professional and business liability insurance and provided that the insurer actually proceeds with payment.

6.2 Alducia is not liable for shortcomings of third parties, whether or not engaged by Alducia. In such cases, the client must hold third parties liable directly. Alducia will provide the client with the necessary cooperation in this regard.

6.3 If Alducia, despite the exclusions and limitations contained in the General T&C’s, is nonetheless liable for any damage, then the liability is limited to the amount covered by the professional and business liability insurance taken out by Alducia, if this insurance is applicable and provided that the insurer actually proceeds with payment. If this insurance is not applicable, Alducia's liability is in any case limited to the amount of the invoice value of the assignment that caused the damage, insofar as these invoices have been paid by the client.

6.4 The client indemnifies Alducia with regard to claims from third parties for any damage related to or resulting from the assignment.

6.5 Any liability claim expires one year from the day on which the relevant circumstances that form the basis for the claim have occurred or should have occurred.

6.6 In case of a liability claim by the client, the burden of proof lies with the client. 

6.7 Complaints regarding deficiencies in the performance of the agreement by Alducia must be submitted in writing to Alducia within 30 days of discovering the deficiency or within 30 days after the termination of the agreement.

Art. 7 – Force majeure

7.1 Force majeure is understood to refer to any temporary or permanent failure to performing the agreement that is not attributable to the fault of or the responsibility of Alducia. Force majeure on her part also occurs if Alducia, after entering into the agreement, is temporarily or permanently prevented from fulfilling her obligations due to illness or other impediments, including of persons employed by Alducia or third parties engaged by Alducia. Force majeure also includes circumstances such as mobilization, war, fire, floods, strikes, riots, computer malfunctions, transport disruptions, malfunctions at telecommunications or postal companies, failure of utility providers to deliver services, and all other circumstances in which it cannot reasonably be expected of Alducia to fulfill its obligations.

7.2 If one of the situations mentioned under 7.1 occurs, Alducia may suspend the performance. In the event of permanent force majeure, Alducia is entitled to terminate the agreement wholly or partially without judicial intervention, without being obliged to pay any compensation or penalty.

7.3 The client is obliged to comply with all obligations under the agreement up to the moment the force majeure situation arises, including the payment of invoices for any work done up to that moment.

Art. 8 – Termination

8.1 Alducia is entitled, without notice of default and/or judicial intervention and without any obligation to compensate for damages and without prejudice to the rights belonging to Alducia, to immediately dissolve, terminate, or suspend the agreement with the client in whole or in part if any of the following situations occurs:

1. the client does not comply, properly comply, or timely comply with any obligation arising for him from the agreement concluded with Alducia;
2. bankruptcy, suspension of payments, placement under guardianship, or debt restructuring on the part of the client;
3. liquidation or complete or partial cessation of activities on the part of the client.

8.2 If any of the situations referred to under 8.1 (b) or (c) occurs, the client is obliged to inform Alducia immediately and to promptly meet all financial obligations. All claims of Alducia shall then become immediately due and payable.

8.3 Alducia also reserves the right to request security for the fulfilment of payment obligations.

Article 9 - Jurisdiction and Competent Court

9.1 Every agreement and all legal relationships between Alducia and the client are governed exclusively by Dutch law.

9.2 Disputes shall be submitted exclusively to the competent court in Amsterdam, without prejudice to Alducia's right to bring any disputes before the competent court according to the law.