Terms and conditions (B2B)
Revised on November 9, 2018.
These terms and conditions represents the conditions of cooperation between IPR Fee Calculator ApS (“Service Provider”) and Lawyers, Attorneys, IP specialists and other professionals working with IPR (“Client”), that are shown as professionals on IPR Fee Calculator.com (”Website”).
Provision of Products and Services
With effect from the Effective Date, Service Provider will provide the Products to and/or shall procure the performance of the Services for Client in accordance with and subject to the provisions of the Agreement.
Client shall at all times:
- provide Service Provider in a timely manner with information on official fee and Clients own professional fee as reasonably required by Service Provider; and
- secure that all relevant information that is needed to handle quotations coming from the Website.
Service Provider warrants that it has the right to grant all licences granted by Service Provider to the Client under the Agreement.
Service Provider warrants that it shall use commercially reasonable endeavours to provide the Services in accordance with industry standards using personnel having reasonably appropriate skills, experience, qualifications and knowledge and substantially.
Each Party warrants to the other Party that it has authority to enter into the Agreement and that the entering into the Agreement and the performance of its obligations under such Agreement will not violate any applicable laws, directives, regulations, other statutory or legislative provisions or mandatory codes of conduct in force from time to time.
Client warrants that it has all necessary rights to provide to or share with Service Provider any information, documentation or materials (if any) for the purpose of Service Provider providing the Services and that any data contained within the same shall comply with all applicable data protection legislation.
Client warrants that it will perform the quoted services for the prices listed under “My Details”. In the event of changes in fees the Client warrants that it will perform the quoted services for the prices listed under “My Details” for a period of 14 (fourteen) days after an amendment of the prices has been updated by the Client This is to ensure that other users of the at all times can rely on the prices quoted on the Website.
Exclusions and Limitation of Liability
EXCEPT AS SET OUT IN THIS AGREEMENT, ALL WARRANTIES, TERMS AND CONDITIONS WHETHER IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES, TERMS AND CONDITIONS AS TO ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, DESCRIPTION, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
WHILE REASONABLE AND CUSTOMARY CARE IS TAKEN IN CARRYING OUT THE SERVICES, SERVICE PROVIDER MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY PRICES, THE DATA SOURCES SEARCHED OR THE RESULTS OBTAINED THEREFROM, NOR THAT ALL ERRORS IN THE PRODUCTS WILL BE CORRECTED.
CLIENT UNDERSTANDS THAT SERVICE PROVIDER DOES NOT PROVIDE ADVICE, WHETHER OF A LEGAL, FINANCIAL, MEDICAL OR OTHER PROFESSIONAL NATURE. THE INFORMATION, MATERIALS AND OPINIONS (IF ANY) CONTAINED IN THE PRODUCTS ARE FOR GENERAL INFORMATION PURPOSES ONLY, ARE NOT INTENDED TO CONSTITUTE PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED ON OR TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE RELEVANT TO PARTICULAR CIRCUMSTANCES. NEITHER SERVICE PROVIDER NOR ANY OF ITS THIRD PARTY SUPPLIERS SHALL BE LIABLE FOR ANY LOSS THAT MAY ARISE FROM ANY RELIANCE BY CLIENT, OR ANY THIRD PARTIES, ON THE INFORMATION OR OTHER MATERIALS CONTAINED IN ANY PRODUCT OR SERVICES.
CLIENT ACKNOWLEDGES THAT THE SERVICES MAY BE BASED AND RELY ON (I) INFORMATION PROVIDED BY CLIENT, OR A THIRD PARTY ON BEHALF OF CLIENT, (II) RESOURCES PROVIDED BY CLIENT, OR (III) OTHER FACTORS NOT WITHIN THE CONTROL OF SERVICE PROVIDER. IN SUCH CASES, SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY BREACH OR NON-PERFORMANCE THAT OCCURS DUE TO SUCH INFORMATION, RESOURCES OR OTHER FACTORS OUTSIDE OF SERVICE PROVIDER’S CONTROL.
NEITHER PARTY WILL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR:
- LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REPUTATION OR ANTICIPATED SAVINGS (EXCEPT IN RELATION TO CLIENT’S OBLIGATION TO PAY THE FEES);
- CORRUPTION, ALTERATION, DAMAGE, LOSS OR MISTRANSMISSION (AS APPLICABLE) OF CLIENT’S OR ANY THIRD PARTY’S DATA, SOFTWARE, HARDWARE OR SYSTEMS;
- LOSS OR DAMAGE RESULTING FROM THE INADEQUACY OF SECURITY OF DATA DURING TRANSMISSION VIA PUBLIC ELECTRONIC COMMUNICATIONS NETWORKS OR FACILITIES, IN EACH CASE WHETHER DIRECT OR INDIRECT, OR
- ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWEVER SUCH INDIRECT OR CONSQUENTIAL LOSS OR DAMAGE MAY ARISE EVEN IF SUCH PARTY OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT EXCEED, IN ANY 12-MONTH PERIOD, THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER SUCH AGREEMENT DURING SUCH 12-MONTH PERIOD.
Clauses above shall:
- not apply in relation to: (i) each Party’s obligation to indemnify the other Party under this Agreement; and (ii) any liability arising out of or in connection with Client’s infringement of any Intellectual Property Rights in the Services or in the Products, or Client’s unauthorized use of the Products; and
- subject to clause, apply equally to Service Provider’s Affiliates and Third Party Suppliers as if such third parties were Service Provider.
Nothing in this Agreement excludes or limits either Party’s liability for death, personal injury resulting from its negligence, fraud, or any other liability to the extent that such liability cannot be excluded or limited by applicable law.
A Party seeking to rely on an indemnity under the Agreement (“Claiming Party”) may only do so provided that it: (i) promptly notifies the other Party (“Indemnifying Party”) of any such claims; (ii) does not, without the Indemnifying Party’s written consent, do or omit to do anything, or make any admission, which materially prejudices the Indemnifying Party’s defence of such claims; and (iii) takes all reasonable steps to mitigate any loss or damage to the third party claimant.
Client acknowledges that all Intellectual Property Rights in the Services are owned by Service Provider or its third party providers. Subject to this clause, Service Provider neither assigns any Intellectual Property Rights nor grants any licenses or rights in respect of the Services to Client.
Client grants Service Provider a limited, royalty-free license to use the Client Information as necessary in order to fulfill its obligations to provide the Services. Save as expressly set out in this Agreement, Client neither assigns any Intellectual Property Rights, nor grants any licenses or rights in respect of Client Information to Service Provider.
Client Information is confidential information of the Client and will not be provided to any parties which is not a subscriber to the Services. The Service Provider must procure such other subscribers to keep such Client Information confidential.
Use of Services
Service Provider grants Client a limited, non-exclusive, non-transferable, worldwide license to use the Content for Client’s internal business purposes to the extent required for the proper enjoyment of the Services on the Website.
Client shall not offer for sale or resale any of the Services or content, nor may Client use them in order to develop services that could be deemed to compete with the business of Service Provider or its Affiliates, save that where Client is a Trademark Specialist it may supply copies of the Content to its own clients provided such distribution is incidental to the provision of the advisory services for which such Client has been engaged.
The Services may include, and/or Service Provider may provide or facilitate access to, third party services including links to third party web sites. Service Provider is not responsible for, and does not control, such third party services and the Client uses them at its own risk.
Each Party (the “Receiving Party”) shall keep any Confidential Information received from or belonging to the other Party or its Affiliates (the “Disclosing Party”) confidential and, without the prior written consent of the Disclosing Party, the Receiving Party shall not:
- disclose such Confidential Information to any Person except to those of the Receiving Party’s (or its Affiliates’) directors, managers employees, suppliers, contractors or agents who are bound by confidentiality obligations and where disclosure is necessary to perform its obligations or exercise its rights under the Agreement; or
- use such Confidential Information other than to perform its obligations or exercise its rights under this Agreement.
The restrictions set forth above shall not apply to any Confidential Information to the extent that such Confidential Information:
- is or becomes generally and freely available to the public through no fault of the Receiving Party or its Affiliates, employees, contractors or agents, or
- can be shown to have been independently originated by the Receiving Party or communicated to it by a third party on a non confidential basis provided that such third party did not breach a confidentiality obligation in making such communication to the Receiving Party.
In the event that the Receiving Party becomes legally compelled (or requested by an applicable regulatory body) to disclose any Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt written notice (unless legally prohibited) so that the Disclosing Party may either (i) seek an order preventing disclosure or such other appropriate remedy (and if the Disclosing Party seeks such an order or remedy, the Receiving Party, at the Disclosing Party’s expense, will provide such cooperation as the Disclosing Party reasonably requests and the Receiving Party is legally able to provide), and/or (ii) waive compliance with the provisions of this clause. In the event that such an order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this clause, the Receiving Party will furnish only that portion of the Confidential Information which is legally required (in the reasonable opinion of its legal counsel).
Neither Party will be liable to the other for any failure or delay in the performance of its obligations under the Agreement due to circumstances which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
Client agrees that during the Term and for twelve (12) months thereafter it will not, without the prior written consent of Service Provider, directly or indirectly employ or engage, or solicit for employment or engagement any employee or contractor of Service Provider who is or has been at any time directly involved in the provision of the Services or the Products.
Failure or delay by either Party in exercising any right or power under this Agreement will not constitute a waiver of such right or power unless agreed in writing pursuant to this clause.
Client shall not assign, sub-license or delegate any of its rights or obligations under this Agreement without the prior written consent of Service Provider. Service Provider may assign, sub-contract or delegate all or any of its rights or obligations under the Agreement to any third party, provided that in the case of sub-contracting, Service Provider shall remain responsible for the performance by its sub-contractors of such obligations under the Agreement. Any assignment, sub-licensing or delegation in breach of this clause shall be null and void.
Any notice given under the Agreement must be in English in writing, signed by or on behalf of the Party giving it and delivered personally or sent by express courier or pre-paid registered or certified post to the address set out on the Website. Service Provider shall be entitled to notify Client about renewal and pricing information by email to the email address of Client’s administrator as notified by Client in writing from time to time. All notices will be treated as being received on the date that the notice is recorded as having been delivered.
The Agreement contains the entire agreement of the Parties as to its subject matter and supersedes any and all prior written or oral agreements and understandings in relation thereto. Client agrees that any terms and conditions incorporated into any purchase order submitted by it for acceptance by Service Provider whether before or after the date of the Agreement shall not apply and are expressly excluded. Each Party acknowledges that in entering into the Agreement it has not relied on any representations made by the other Party that are not expressed in the Agreement. This clause shall not be construed as excluding either Party’s liability in respect of any fraudulent statements.
Any amendment to this Agreement shall only be effective if in writing and executed by a duly authorized representative of each Party.
If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction, it shall be deemed to have been deleted without affecting the remaining provisions.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the Kingdom of Denmark without regard to its principles governing conflicts of law. The Parties irrevocably submit to the exclusive jurisdiction of the Danish courts, save that any party may seek injunctive or other relief in any other jurisdiction in order to protect its Intellectual Property Rights or Confidential Information.
The Parties are independent contractors and neither the Agreement, nor any of these Terms and Conditions, creates a partnership, joint venture, employer-employee relationship, agency relationship, or franchise relationship between the Parties. Neither Party will have any right, power, or authority by virtue of the Agreement to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party.
The Agreement may be executed via electronic transmission. The parties may exchange signed copies of the Agreement by facsimile, e-mail or other electronic means and such signed copies shall be legally binding.