General terms and conditions

1. In these general terms and conditions, the following shall be understood to mean:

• the Office: Oryon nv, a company under Belgian law.
• Client: every natural or legal entity that gives the Office a commission.
• Commission: any service provided by the Office that is confirmed in writing or electronically, as well as any service provided by the Office that is started or continued with the Client’s explicit approval.
• Attorneys: employees, agents and subcontractors of the Office who are authorised to act on behalf of the Client vis-à-vis national, regional or international authorities.

Article 2. Applicability

1. These general terms and conditions apply to every offer, commission and contract between the Office and the Client.
2. Deviations from these terms and conditions are only valid if expressly agreed in writing.
3. The applicability of the Client’s general terms and conditions is expressly excluded

Article 3. Nature of the contract

1. The Office and the Client enter into a contract for services relating to advice and/or representation in matters of intellectual property rights.
2. The Office’s obligation is expressly a best-effort commitment.
3. The Office is the sole contractor; individual employees, directors, agents and subcontractors do not enter into any personal obligation vis-à-vis the Client

Article 4. Attorneys and powers of attorney

1. For the performance of formal acts on behalf of the Client vis-à-vis official authorities, the Office may work with Attorneys who possess the necessary qualifications, certifications and/or registrations. The Commission constitutes a power of attorney in favour of the Office as such, of the Attorneys associated with the Office as an association and of these Attorneys individually. To enable the Office, the association or individual Attorneys to act, it may be necessary in some cases to provide a special power of attorney signed by the Client to the relevant authorities. Unless expressly agreed otherwise, such powers of attorney do not affect the provisions of these general terms and conditions.

2. This contract does not prejudice the mandatory ethical and statutory obligations imposed on Attorneys as practitioners of a regulated profession (in particular as European patent attorney, Belgian patent attorney or Dutch patent attorney).

Article 5. Renewal of Intellectual Property rights

1. When the Commission concerns the maintenance of an intellectual property right, the Office shall, before each successive due date, pay the required renewal fee to the relevant authority, unless conflicting instructions are received no later than two months before the next due date. This fee is invoiced to the Client together with a handling fee.
2. When the Commission concerns the application for, or registration of, an intellectual property right, the Commission is also deemed to include an instruction to renew the relevant intellectual property right. Paragraph 1 applies to this.
3. When the Commission concerns the nationalisation or validation/domicile declaration of a patent, the Commission is deemed to also include an instruction to renew the relevant regional or national patents. Paragraph 1 applies to this.
4. The Client may at any time consult an overview of the intellectual property rights managed by the Office via an electronic platform made available by the Office for that purpose. Using this platform, the Client may, where applicable, issue an instruction not to renew an intellectual property right

Article 6. Performance of the Commission

1. The Office performs the Commission to the best of its knowledge and ability and in accordance with the professional standards applicable at that time. The Office shall always communicate clearly which information and instructions it requires from the Client and by when, to be able to perform the Commission properly.
2. When the Commission relates to a procedure in which an official authority is competent to determine the final outcome (e.g. the granting or refusal of an intellectual property right), any statement by the Office regarding the expected outcome is purely informative and can never give rise to any right to indemnity on the part of the Client.
3. The Client shall provide all the information and instructions on time that are necessary in all reasonableness for the proper performance of the Commission. The Office is not liable for damage resulting from incorrect, incomplete or late information or instructions provided by the Client.
4. When the Commission concerns a procedure vis-a-vis an official authority and late information or instructions from the Client make it necessary to request an extension from that authority, the costs and any applicable fees for such extension shall be charged to the Client. When the Office requests an extension solely for internal planning reasons, the Office shall bear the costs and any applicable fees without such extension giving rise to any right to indemnity.
5. In the event of force majeure, the obligations of the Office shall be suspended.

Article 7. Fees and costs

1. Unless otherwise agreed, fees are calculated on the basis of the actual time spent at the applicable hourly rates. In cases of exceptional complexity or urgency, a correction factor of up to 1.5 may be applied to the hourly rates. Formal acts may be invoiced at fixed rates.
2. Fees, office expenses and bank charges are passed on in full to the Client. If the Commission requires services by Attorneys outside the Office ’s registered office, the Office shall select and book the means of transport and accommodation and the associated costs shall be charged to the Client.
3. Cost estimates are indicative and not binding.

Article 8. Invoicing and payment

1. Invoices are payable within 15 days after the invoice date. If payment is not made within 15 days of the invoice date, the Client is in default by operation of law and without notice of default. In that case, statutory interest is due together with fixed damages in accordance with the applicable legislation.
2. For big commissions, for commissions requiring the advance payment of costs or duties, and whenever the Office considers it advisable, the commencement and/or continuation of the work may be made conditional upon the payment of one or more advance invoices.
3. The Office ’s payment of renewal fees for the Client’s intellectual property rights is subject to the Client’s payment of an advance invoice, unless otherwise agreed.

Article 9. Complaints

1. Complaints regarding the performance of the Commission must be submitted in writing within 14 days of discovery and no later than 30 days after the relevant service.
2. If a complaint is well‑founded, the Office shall remedy the complaint insofar as this is possible in all reasonableness.

Article 10. Confidentiality

1. The Parties are obliged to maintain the confidentiality of all confidential information obtained in the context of the Commission. This obligation continues after termination of the agreement.

Article 11. Data Protection

1. In the performance of its services, the Office processes data of natural persons, in particular of the inventors, designers and authors of the intellectual property rights to which the Commission relates. This processing is necessary for the protection of the Client’s legitimate interests. When the applicable law regarding the protection of intellectual property rights so requires, the Office shall transfer the relevant personal data to the competent authorities, through an agent established outside the EU where applicable. The Client acknowledges that the Commission constitutes an instruction for the necessary processing and transfer of such personal data. As data controller, the Client is responsible for informing the natural persons concerned and acknowledges that the Office acts solely as processor.

2. The Office and its staff handle the entrusted personal data with respect for the required confidentiality. The Office takes appropriate technical and organisational measures to secure these personal data. The Office ’s hardware and software systems provide the necessary safeguards as part of the overall security infrastructure and the Office ’s staff have received the necessary instructions in this regard.

Article 12. Intellectual property rights

1. All documents, advice and works drawn up by the Office remain protected by the Office’s intellectual property rights.
2. The Client obtains a non‑exclusive right of use for internal purposes.

Article 13. Liability

1. If, due to an error or negligence by the Office or its agents, any intellectual property right of the Client is lost, the Office shall take reasonable efforts to use the legally available remedies to restore that intellectual property right. When no recovery is possible or a request for recovery has been definitively rejected, the Office ’s liability is limited to the higher of: a) the amount paid out under the professional indemnity insurance; or b) €250,000 per damage claim or series of related damage claims.
2. When the damage consists of elements other than the loss of an intellectual property right, the liability cap referred to in paragraph 1
3. The Office is not liable for indirect or consequential damages. This also applies in the event of gross negligence.

Article 14. Termination

1. The Client may terminate the Commission at all times by written notice, with or without specification of a reason.
2. The Office may terminate the Commission if the Client fails to pay its invoices or becomes subject to any insolvency or liquidation proceedings, by written notice, without such termination giving rise to any right to indemnity.
3. The Office may also terminate the Commission by written notice, with or without specification of a reason, subject to a period of notice of at least one month, without such termination giving rise to any right to indemnity.
4. In the event of termination of the Commission pursuant to paragraphs 1 or 2, the Office’s responsibility for carrying out procedural acts and paying duties relating to the Commission ceases immediately or, where applicable, at the end of any period of notice given by the Client, without the Office being liable for any loss of rights suffered by the Client as a result of the failure to perform a procedural act or pay duties in time.
5. In the event of termination of the Commission pursuant to paragraphs 1 or 3, the Office shall, after payment by the Client of all unpaid services and costs relating to the Client’s Commissions, make reasonable efforts to transfer the relevant elements of the Commission file to an attorney or Office designated by the Client. This provision does not prejudice any applicable ethical obligations of the Attorneys concerned.
6. When the Commission concerns the application, registration and/or renewal of an intellectual property right, the Commission automatically ends upon the final refusal, withdrawal, nullification, cancellation or lapse of the relevant intellectual property right.
7. When the Commission concerns a study, advice or opinion, the Commission ends upon the final delivery of the study, advice or opinion to the Client.
8. Upon termination of the Commission, work already performed and costs already incurred remain payable.

Article 15. Applicable law and competent jurisdiction

1. This agreement is governed exclusively by Belgian law.
2. The courts of the Kingdom of Belgium have international jurisdiction. Disputes fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp, Antwerp division.