The present general terms and conditions (hereinafter referred to as "General Terms and Conditions") govern the contractual relationship between NV Novagraaf Belgium, with registered office at Chaussée de La Hulpe 187, 1170 Brussels, and registered with the Crossroads Bank for Enterprises under number 0446.258.101 (hereinafter "Novagraaf") and the client using its services (the "Client"). This version cancels and replaces all previous versions of these General Terms and Conditions.
Novagraaf provides advice, assistance and representation in obtaining, managing and enforcing the Client’s intellectual property rights portfolio (hereafter referred to as “the Services”).
No derogation of the underlying General Terms and Conditions will be accepted without the prior written agreement of Novagraaf. If the Client uses its own purchase order or other document to solicit Novagraaf’s Services, such document shall be used only for convenience and shall confirm the Client’s unconditional agreement to these General Terms and Conditions. Any conflicting or additional terms contained in the Client’s purchase order, its terms and conditions or any other document used to accept an offer from Novagraaf are expressly rejected by Novagraaf.
These General Terms and Conditions may be amended by Novagraaf via a prior notification to the Client through any media whatsoever (mail, e-mail, website …). By continuing to use the Services of Novagraaf after notification, the Client accepts the applicability of the amendments.
The Parties agree that the contractual relationship between them is based on trust and that either Party may terminate the contract or collaboration unilaterally at any time by giving written notice. In this case, Novagraaf will invoice the Client for the services rendered and the costs incurred up to the date of termination. If no reason is given, the Party notified of the termination will have the right to demand further explanation from the other Party and it will be entitled to receive such motivation or reason from the latter. Upon termination of the contract, Novagraaf will be entitled to suspend further Services in pending matters that need to be finalized and/or to inform the new service provider of the fact that there are outstanding invoices in the name of the Client.
II. EXECUTION OF THE SERVICES
Novagraaf undertakes to perform its Services in good faith, with prudence, diligence and confidentiality.
The Client authorizes Novagraaf to involve other service providers in Belgium or abroad, the costs of which shall be charged to the Client. The Client authorizes Novagraaf to accept in the Client’s name and on his behalf, any terms and conditions, that may be used by such service providers, including the providers of data base services.
In order to ensure optimal communication between the Parties, the Client shall designate a contact person who shall be entitled to represent the Client in the context of the execution of the contract. Notices to this contact person shall be deemed to be validly addressed to the Client.
The Client will timely provide Novagraaf with complete and correct data and information as requested by Novagraaf, in the absence of which Novagraaf may suspend the Services or terminate the agreement, either in whole or in part.
Novagraaf shall not be liable for any damage suffered, directly or indirectly, by the Client, as a result of such suspension or termination.
Novagraaf shall submit to the Client any document that requires a signature from the Client. The Client shall return to Novagraaf all the documents required, signed prior to the deadline indicated by Novagraaf. Novagraaf cannot be held liable for any damage the Client may suffer as a direct or indirect result of its failure to meet the deadline indicated by Novagraaf. The same holds true for any correspondence, sent by Novagraaf to the Client’s last known address in case the Client has not or not timely informed Novagraaf of an address change.
Novagraaf is cautious and careful to avoid any situation that may give rise to a conflict of interest. Consequently, whenever it is deemed appropriate, Novagraaf undertakes to refrain from advising clients with opposite interests, e.g. for prior rights searches, unless all the Parties involved have given their consent. This does not prevent Novagraaf from providing administrative services (e.g. filing trademark applications) or consultancy services to competing companies, provided this does not lead to a conflict of interest.
All data provided by Novagraaf are and remain the property of Novagraaf, its licensors, the relevant registers and/or other service providers. They may only be used (a) for the Client's internal business purposes or (b) with regard to advisors of the Client, to the extent necessary for rendering their advice to the Client.
Any use of data provided by Novagraaf will be subject, as the case may be, to the terms and conditions imposed by licensors, relevant registers and other service providers. The Client agrees to comply with such terms and conditions and will enforce them.
III. TERMS OF PAYMENT
The Services shall be invoiced to the Client on the basis of Novagraaf’s fixed fees and/or hourly rates for the specific Service concerned. The hourly rates vary depending on the qualification and experience of the persons providing the Services. Unless explicitly stipulated otherwise, Novagraaf reserves the right to modify its fixed fees and hourly rates at any time for any valid reason, such as, but not limited to, increased costs. The services provided by third parties and professionals engaged by Novagraaf (e.g. foreign correspondents and agents) are not included in Novagraaf’s fees.
Novagraaf is entitled to issue invoices for its Services at any given time and will, unless agreed otherwise, not be obliged to issue its invoices with a certain frequency and/or at a certain given moment during the month or year.
Novagraaf’s invoices are payable upon receipt and are deemed accepted if no written complaint is addressed to Novagraaf within eight (8) days following the invoice date. Any late or incomplete payment yields an interest of 10% per year plus a fixed compensation of 10% of the unpaid amount, with a minimum of 250 Euros, as from the 30th day following the invoice date, without any prior notice of default by Novagraaf.
In any case of late or incomplete payment, Novagraaf also reserves the right to suspend the provision of its Services, as from the 30th day following the invoice date, without any prior notice. All risks and consequences related to the interruption of the Services will be borne by the Client. Novagraaf will also be entitled to claim advance payments from the Client for future Services.
In case Novagraaf involves other service providers to render its Services to the Client, the Client will be responsible for the payment of the invoices established by these service providers.
In case of death, bankruptcy, dissolution or other situations endangering the Client’s solvency, Novagraaf is entitled to demand that all sums due be fully paid immediately, even before their due date, or demand payment guarantees (guarantees that are subject to Novagraaf’s approval), without any prejudice to Novagraaf’s right to suspend or terminate the contract or the collaboration with the Client.
Novagraaf undertakes to perform its Services to the best of its ability and in conformity with the rules of conduct and standards of the profession.
The Client acknowledges that the nature of Novagraaf’s work is consultancy, which includes a subjective appreciation. Consequently, Novagraaf is only bound by an obligation of means.
The liability of the Parties is limited to the compensation of direct damages in connection with the breach committed in the performance of the contract, excluding indirect damages such as loss of profit, damage to reputation, adaptation of brochures and/or websites.
Each Party undertakes to limit any damage as much as possible.
Furthermore, neither Party shall be liable for damages resulting from incomplete, erroneous or belated information provided by the other Party.
Neither Party shall be liable if the performance of its obligations is prevented or delayed by force majeure. The Party affected by the force majeure event shall immediately inform the other Party and take reasonable measures to limit its effects. If the force majeure situation lasts for more than three months, either Party may terminate the contract without notice or compensation.
In the event that a Party is liable, its liability shall be limited to the higher of (i) the amount actually paid by its professional liability insurance for the damage concerned, and (ii) the amount invoiced by Novagraaf to the Client in the file concerned during the 12 months preceding the event giving rise to the damage.
The limitation of liability provided for in this article shall not apply in case of deceit, willful infringement or gross negligence by the responsible Party or its agents, and in the other cases provided for by the applicable law.
If and to the extent that any limitation or exclusion of liability as provided in these General Terms and Conditions is not permitted under any applicable law, such limitation or exclusion will be replaced by a limitation or exclusion that is in the broadest way permitted by such applicable law.
V. PERSONAL DATA
Novagraaf respects the applicable legislation regarding the protection of the privacy in relation to the processing of personal data.
The personal data provided by the Client are processed for the purpose of performing the agreement with the Client and for marketing purposes. This data contains the name, address, e-mail address as well as any other details that the Client provides to Novagraaf. The Client warrants that the data subjects concerned agree with the processing of their personal data by Novagraaf according to these General Terms and Conditions.
Novagraaf may transfer the personal data provided by the Client to third parties that provide Services to Novagraaf (registers, other trademark agents …) anywhere in the world, if this is required for the performance of the agreement with the Client.
The Client has the right of access to his personal data, the right to correct them if required, and the right to object to the use of his personal data for direct marketing purposes. The Client can contact Novagraaf in this respect via email, by sending a message to email@example.com and by providing evidence of his identity.
VI. FINAL PROVISIONS
If one or more provisions of these General Terms and Conditions are deemed void or unenforceable, this will not affect the other provisions, which will remain in full force and effect. A provision that is void or unenforceable will be replaced by a provision that is valid and that reflects the initial intention by the Parties as much as possible.
The fact that Novagraaf does not apply one of the provisions of these General Terms and Conditions does not imply that Novagraaf renounces to its rights or will not apply the provision later.
These General Terms and Conditions are governed by Belgian law. In case of a dispute, the courts of Brussels will have exclusive jurisdiction.
These terms and conditions were last updated on 11 May 2023.