General Terms and Conditions

Article 1 – General Provisions

1.1

These general terms and conditions ("the General Terms and Conditions") apply to all legal relationships (including quotations, agreements and pre-contractual situations) between Center Tone Consultancy - International Trademark Protection (hereinafter: "CTC-ITP") and any third party ("the principal") that commissions CTC-ITP to carry out any activities.

1.2

Any changes and additions to any provision in the General Terms and Conditions or in any agreement, respectively, to which it has been declared applicable ("the agreement"), shall only be valid if expressly accepted in writing by CTC-ITP. Changes and additions shall only apply to the specific agreement(s).

1.3

If any provision of the General Terms and Conditions or of the agreement is invalid, then the other provisions of the General Terms and Conditions or of the agreement, respectively, shall remain applicable. The specific invalid provisions will be replaced by other, valid provisions that will approach the intention of the invalid provision as closely as possible.

Article 2: Formation of the agreement

2.1

The agreement between CTC-ITP and the principal is concluded the moment the principal issues an oral or written commission to CTC-ITP to carry out any services, and CTC-ITP accepts this commission. In respect of activities for which, in view of the nature and size of the activity, no order confirmation is sent, the invoice shall also serve as an order confirmation, which is deemed to contain a correct and complete description of the agreement.

2.2

All agreements and/or acts that are conducted as a consequence of the contents of 2.1, or are entered into or conducted as a consequence, are deemed to be an execution of the agreement.

2.3

In case of assignments or offers and commitments of CTC-ITP that have not been confirmed in writing by CTC-ITP then, without prejudice to counter evidence of the principal, the interpretation of the content and purport of the agreement will exclusively be given by CTC-ITP. If and insofar as the principal wishes to derive any rights from the order, the order must be confirmed in writing.

2.4

Monitoring service will be effected through an annual subscription. Without written notice of termination by the principal before the end of this year, the agreement will be tacitly renewed for one year against customary payment of the annual subscription fee.

2.5

CTC-ITP reserves the right to refuse orders without statement of reasons.

2.6

CTC-ITP is entitled – if CTC-ITP deems it necessary or desirable – to hire third parties for the correct fulfilment of the order commissioned to it, the costs of which will be charged on to the principal.

Article 3 - Rates

3.1

The remuneration of the activities to be carried out by CTC-ITP is effected as follows:

a.

for costs of intervention in registrations and other annotations in a recognised register, including the drawing up of the tax, retributions and possible fees of foreign agents/correspondents: according to fixed rates (exclusive of VAT), or in conformity with the specific amounts offered in this context by CTC-ITP;

b.

for other activities than provided by 3.1.a: based on the agreed number of hours according to an hourly rate set by CTC-ITP (exclusive of VAT). The applicable rates are the rates mentioned in the most recent rate lists or the rates confirmed by CTC-ITP to the principal.

3.2

The rates shall not include costs varying from case to case for clichés, extra classes, drawings, document data, extracts from registers, legalisations, translations, classifications [etc.] Nor shall these rates include the costs that could arise after filing of forms for application/deposit for publication, renewal, refusal, negotiations with third parties or other activities, such as costs arising from ex officio objections or from oppositions by third parties against the applicants. These costs will be separately invoiced to the principal. Any cost estimates provided by CTC-ITP to the principal have an indicative and noncommittal character.

3.3

If prices and/or rates of price-determining factors, such as tax, wages and insurance rates, are increased, by whatever cause, then CTC-ITP is entitled to increase the rates accordingly and charge said increased costs on to the principal.

Article 4 - Payment

4.1

Entirely at its own discretion, CTC-ITP will invoice its activities and its costs to the client based on provisional invoices, interim invoices and final invoices. Any excess payments will be repaid to the principal after termination of the activities.

4.2

Unless expressly agreed otherwise, invoices must be paid to CTC-ITP in advance. The payment must be made without any discount, deduction or settlement. The principal shall not have the right to suspend his payment obligations.

4.3

The value day indicated on the bank/giro statements will be construed as the day of payment. Disputes of whatever nature shall not affect the aforementioned payment obligations.

4.4

Each invoice or receivable will be construed as a separate receivable of CTC-ITP in respect of the principal.

4.5

The principal shall at all times remain liable for the payment of the outstanding invoices in the name of the principal, even when the principal indicates to have granted the assignment on behalf of a third party. When the principal grants an assignment on behalf of a third party, and does not wish to take upon itself any independent obligations, such must be stated expressly and in writing upon granting the assignment.

4.6

If the principal fails to pay within the time periods mentioned in article 4.2, then the principal is in default through the mere expiry of said term, without a further notice of default is required. At such time, the principal owes CTC-ITP interest on the outstanding receivables of CTC-ITP at 1.5% of the amount due per month or part of a month, without prejudice to the right of CTC-ITP to compensation of damages pursuant to the law. As additional security for the payment of all the principal owes CTC-ITP or will owe, the principal, by granting the assignment, provides a first right of pledge to CTC-ITP on the intellectual property to be filed by CTC-ITP for or on behalf of the principal, whereby the acceptance of these General Terms and Conditions will be evidence for the principal of the existence of this right of pledge. In case of a default of payment on the part of the principal, CTC-ITP will be entitled to file this right into the specific registers at the expense of the principal The right of pledge shall be cancelled by the payment of the principal of all the principal owes CTC-ITP. At such time, CTC-ITP will revoke a possible registration of the right of pledge, at the expense of the principal.

4.7

All costs of collection of the amounts due and payable by the principal, both in and out of court, shall be for the account of the principal. The amount of the costs due and payable to CTC-ITP in out-of-court debt collection costs is calculated in conformity with the applicable debt collection rates of the Netherlands Bar Association, or shall be the amount in costs actually incurred, if these are higher. The debt collection costs are calculated on the basis of the entire amount owed by the principal, including the aforementioned interest of 1.5%.

Article 5 – Activities / guarantee

5.1

CTC-ITP guarantees that it will carry out the agreed activities to the best of its ability.

5.2

The principal expressly agrees to the following:

a.

In respect of examinations conducted by CTC-ITP, or through its intervention, into trademarks, trade names [etc.] CTC-ITP does not guarantee completeness, nor is any other guarantee given in respect of the results of such examinations. Any advice given with regard to the availability of a trademark or model will be given by CTC-ITP without engagement. The decision to either or not use a trademark or model, or have the same used, and any and all other decisions further to an examination, shall be taken fully by and for the account and risk of the principal. In case of an examination, the task of CTC-ITP is limited to examining the intellectual property, depending on the assignment given by the principal, which must be listed in the specific recognised registers, and must have been disclosed by the specific authorities. The principal itself must take measures for market research and other research, which can (co)determine the admissibility and/or availability of a trademark.

b.

In the context of requests to have the intellectual property registered in a recognised register, the task of CTC-ITP is limited to drawing up the necessary documents and to file these with the competent authorities, or to have the same done. The principal itself shall at all times be responsible for the timely and sound delivery to CTC-ITP of all required documents, prints and data it has requested in this context. In particular, CTC-ITP is not obliged to carry out any acts in advance at its own initiative with regard to the availability and/or admissibility and/or protectability of an intellectual property.

c.

In monitoring the intellectual property, CTC-ITP gives no guarantees in respect of the completeness of the monitoring.

d.

In case a term is set for the filing of documents or information, or for carrying out any action whatsoever, CTC-ITP will carry out the specific action in a timely manner to the best of its ability. In all cases, the principal is responsible for the timely delivery of the required documents and/or data. Failing clear instructions of the principal, CTC-ITP shall at all times be entitled, but shall never be obliged, to act according to its own insights, such for the account and risk and expense of the principal. The principal hereby grants an express power of attorney for this purpose. Unless expressly agreed otherwise in writing, CTC-ITP will not be obliged to carry out the activities it has been commissioned before or at a certain time.

e.

In het geval van vernieuwingen van registraties van merken of modellen of andere handelingen die nodig zijn voor het instandhouden van rechten zal CTC-ITP trachten de opdrachtgever aan de betreffende termijn te herinneren. De opdrachtgever is echter zelf verantwoordelijk voor het bijhouden van dergelijke termijnen. De opdrachtgever is verplicht om zijn adreswijziging onmiddellijk aan CTC-ITP door te geven. Tenzij het tegendeel uitdrukkelijk en schriftelijk wordt overeengekomen, geldt ten aanzien van zogenaamde door het erkende register verrichte ambtelijk onderzoeken dat deze een zuiver (door het erkende register bepaald) informatief karakter hebben en dat CTC-ITP geen enkele verantwoording kan nemen voor de volledigheid van deze onderzoeken. Eventuele beoordeling van deze onderzoeken vindt geheel vrijblijvend plaats.

Article 6 - Liability

6.1

CTC-ITP does not guarantee the correctness and/or completeness of the information provided by or on behalf of the principal to CTC-ITP and accepts no liability whatsoever for said information or its consequences. The provision of incorrect and/or incomplete information by or on behalf of the principal (also in case of provision of information in good faith) shall give CTC-ITP the right to apply article 8 (termination).

6.2

Based on the nature of the activities of CTC-ITP and the subjective assessment aspects that always play a role in this, CTC-ITP shall not be liable for any damage arising from its activities, with the exception of intent or serious error.

6.3

CTC-ITP shall not be liable for any damage of whatever nature caused by acts or negligence on the part of staff on the payroll of CTC-ITP or on the part of other persons whose services CTC-ITP uses, including any advice given by such persons, with the exception of intent or serious error.

6.4

CTC-ITP shall not be liable for refusal of trademarks, models, trade names [etc.]

6.5

The burden of proof with regard to any alleged liability of CTC-ITP is upon the principal. The principal accepts said burden of proof.

6.6

The principal shall indemnify CTC-ITP in respect of any third party claims for damage related to or arising from the agreement or any deposit or other activities carried out by CTC-ITP pursuant to the agreement.

Article 7 – Force Majeure

7.1

In case of force majeure, CTC-ITP is entitled, without judicial intervention, to either suspend the execution of the agreement as long as the circumstance causing force majeure continues, or to fully or partly terminate the agreement, without being obliged to pay any damages or penalty. In case of suspension, CTC-ITP will still be entitled to fully or partly terminate the agreement.

7.2

Force majeure shall be taken to include all circumstances which temporarily or permanently prevent CTC-ITP from fulfilling its obligations, such as the lack of sufficient information or the provision of incorrect information by the principal, or the lack of sufficient cooperation by the principal as well as fire, floods, strikes, disturbances, traffic congestions, mobilisation, war, computer failures, and failures in postal and telecommunications activities, the non-delivery of public utilities and all circumstances whereby CTC-ITP cannot reasonably be expected to fulfil its obligations in respect of its principal (any further).

7.3

CTC-ITP shall always be entitled to claim payments of the activities and/or disbursements which have been carried out or have become due and payable before the occurrence of the circumstances causing force majeure.

Article 8 – Termination/suspension/compensation of damages

8.1

If the principal:

a.

files for its own bankruptcy, is declared bankrupt, assigns its assets, files a request for a moratorium of payments; or

b.

proceeds to discontinue or dissolve its business or a substantial part of it business, or a decision is made in this context; or

c.

fails to (properly) fulfil any statutory or contractual obligations in respect of CTC-ITP; the principal will be deemed to be in default by operation of law and any (remaining) debt to CTC-ITP will be immediately due and payable.

8.2

In the cases mentioned in paragraph 1, CTC-ITP is entitled, without being under any obligation to pay damages and without prejudice to its other rights, such as in respect of forfeited penalties and the right to damages, and without any notice of default or judicial intervention to that effect being required:

a.

to partly or wholly terminate the agreement by means of a written notification to that effect to the principal and/or

b.

to immediately claim any amount due and payable by the principal to CTC-ITP and/or

c.

before continuing the fulfilment of the agreement of the principal, to obtain security for the (timely) fulfilment of its payment obligations.

Article 9 – Duty to disclose information

9.1

The principal is obliged to immediately inform CTC-ITP if (one of) the circumstances mentioned in article 8 paragraph 1 under a and b occur(s), or if there is force majeure on the basis of which the principal cannot fulfil its obligations in respect of CTC-ITP, or cannot provide information regarding facts and circumstances that influence the assessment of a situation on which CTC-ITP will issue an advice.

Article 10 – Applicable law and competent court

10.1

All agreements concluded and/or all activities carried out between CTC-ITP and the principal shall be governed exclusively by Dutch law.

10.2

Disputes between parties will in the first instance be submitted for settlement to the competent court in Rotterdam, without prejudice to the right of CTC-ITP to submit any disputes to the court that has jurisdiction by law. These present General Terms and Conditions shall supersede all previous General Terms and Conditions of CTC-ITP.