Life Science Patents (LSP) provides intellectual
property services to Clients in the broadest sense
of the word. LSP specialises in intellectual property
services for small and medium sized enterprises in
the life sciences industry, in particular LSP advises
on strategic issues with respect to a company’s
intellectual property portfolio.
LSP shall use its best efforts in supplying intellectual
property services, but cannot guarantee the continuity
of delivery or that any result that was intended by
the Client will be achieved or that its services will
be fit for any particular or general purpose.
Unless expressly agreed otherwise between Client
and LSP, Client will pay an advance further to be
agreed upon, for fees and costs to be paid. The performance
of the assignment will only start after payment of
the advance agreed upon. An advance paid accordingly,
will be settled with invoiced fees and costs.
If in the course of executing an order it appears
that upon continuation of such execution an essential
conflict of interest may arise with a previous order
or any other previous engagement of LSP or its associates,
LSP is entitled to terminate its work on the first
mentioned order.
Non-performance of work by LSP that it has not been
explicitly instructed to do can never give rise to
any liability.
LSP is entitled to engage third parties for the execution
of an order. LSP will observe all due care and attention
in selecting such parties.
Invoices
In the fee agreed upon between LSP and Client, the
compensation for all general fixed costs of LSP is
deemed included. LSP variable office costs are not
included
Besides the agreed upon fee, LSP will debit the Client
for office costs connected to the performance of the
assignment. Such costs are amongst others costs of
external attorneys or other external experts, travelling
expenses, translation costs, courier costs, costs
of long international telephone conversations and
costs of large numbers of photo copies and the like.
The fees, disbursements and other costs due are debited
to the Client by means of invoices that are in principle
made up every quarter of any year. Notwithstanding
the aforementioned, LSP has the possibility to send
invoices in the interim period for work already done
or costs already incurred. Furthermore LSP is also
allowed to request Client to pay an advance payment
in connection with fees and disbursements Client will
become indebted to, or costs that will be incurred
for Client.
The Client should settle all invoices without any
deductions or set-offs within 30 days of the date
of the invoice by payment into a bank account to be
specified by LSP.
If an invoice is not paid within the terms for payment,
and after formal notice by LSP, the Client is in breach
of its obligations without further notice or judiciary
action being needed. As of the date payment should
have been paid by Client until the date of complete
fulfilment of its obligations Client will owe LSP
the statutory interest plus any out of court collection
costs amounting up to 15% of the outstanding invoice
amount with a minimum of € 35,-. Furthermore
the payment obligations of the Client shall not be
suspended if and to the extent that he intends to
enforce claims against LSP. Incoming payments of Client
shall first be applied to settle the oldest outstanding
items, including interest and costs, even if the Client
makes contrary declarations concerning the same.
If the provision of services is subject to Value
Added Tax (VAT), the prices quoted shall be exclusive
of Value Added Tax (VAT). If Value Added Tax (VAT)
is payable, this shall be mentioned in the offer of
LSP. The fact that a mention to this effect is missing
shall not affect the obligation of Client paying the
VAT to LSP.
Exclusion of liability
LSP excludes any liability caused for work or services
performed by LSP or any damage relating to the work
or services that may be attributed to LSP in any way,
unless the Client demonstrates that the damage has
been caused by gross negligence or wilful misconduct
of LSP. LSP will in no case be liable for any consequential
or indirect damages of Client or any third party,
whatsoever.
Notwithstanding the aforementioned LSP excludes any
liability for damage attributable to third parties
it has engaged on behalf of Client. LSP is entitled
on behalf of the Client, to accept limitations in
the liability of the third parties engaged. If LSP
so collaborates with a third party on the Client’s
request it engages a third party in the execution
of the order, LSP shall only be liable for the part
of the order executed by such third party if and to
the extent that LSP has accepted such liability in
writing. The liability in the case of damage caused
by a third party shall in all such cases be limited
to the maximum of the amount that LSP can recover
in this connection from such third parties and shall
never exceed the amount that the Client has paid to
LSP for the specific order concerned.
LSP will furthermore not be liable for damages arising
from any infringement of confidentiality of communication
by e-mail on request of or with the tacit or express
consent of the Client.
Timing
LSP shall deliver or make available the services to
the Client as soon as possible after the receipt of
the order, respectively, shall commence the execution
of the work and/or services, if the work and/or provision
of services is possible and agreed. All the delivery
periods and data specified by LSP are target periods
and data.
If delivery or making available of the work and/or
provision of services cannot be done within the deadlines
expected by LSP, LSP shall insofar as this is reasonably
possible, communicate the expected date of making
available the commencement of work and/or provision
of services as soon as possible after the receipt
of the order.
Force majeure
Force majeure for the purpose of these General Terms
and Conditions shall mean every circumstance outside
the control and power of LSP due to which performance
cannot be reasonably expected of LSP. Circumstances
such as the above may include the following: war,
governmental measures, transport disturbances of any
nature whatsoever, strikes, lock-outs or shortage
of personnel, non-performance by third parties that
have been engaged by LSP for the execution of the
agreement and personal reasons such as illness or
death.
Force majeure shall give LSP the right to terminate
the agreement in whole or in part and/or to suspend
the performance of its obligations, without being
liable to pay damage compensation on account of the
same.
Complaints
The Client should make complaints if any concerning
the execution of an order in writing within 8 days
of the execution of the relevant order, giving a detailed
description of the complaint(s). If the Client does
not do so, the right to make complaints shall lapse.
Complaints relating to the amount of the invoice should
be submitted to LSP in writing within 8 days of the
date of the invoice.
The fact that a complaint is taken up does not mean
that the payment obligations of the Client are suspended.
Complaints shall not be possible if the damage is
caused due to the negligence of the Client or because
the Client has not acted in conformity with the express
instructions of LSP, or if the Client has not fulfilled
his obligations toward LSP (both financial and otherwise).
If the Client makes a complaint according to the
terms of this article, and LSP finds the complaint
to be well-founded, LSP may, at its option, modify
the execution of the order, or grant a price reduction
Intellectual property rights
LSP reserves to itself all copyrights as mentioned
in Article 10 of the Copyright Act, on the services
that arise from and/or associated with the order,
unless otherwise agreed in writing. The Client acknowledges
that LSP shall be the copyright owner in such cases.
The Client shall have the right to use the work products
and services supplied by LSP for his own use, provided
he has fulfilled his financial obligations vis-à-vis
LSP. No other use of the same shall be permissible
without the permission of LSP in writing. The Client
undertakes vis-à-vis LSP in a general manner
(with the exception of permissible use) not to violate
or injure the copyrights whether directly or indirectly
through his use or otherwise.
It shall not be permissible for the Client to transfer
these rights in whole or in part to third parties
without the permission of LSP in writing, or to bring
the same into a community of ownership, company or
partnership or a legal entity, or to give the services
supplied by LSP to third parties for use.
LSP reserves to itself the right to use the knowledge
and experience gained by it in the execution of an
order for other purposes.
Confidentiality
The parties undertake to maintain complete confidentiality
with respect to everything that may come to their
knowledge in relation to the order in the broadest
sense of the term, in other words including but not
limited to the following:
ideas, products, processes, method of working, work,
know how and intellectual property rights. This obligation
to maintain confidentiality shall continue unchanged
even after the termination of the contract and the
end of the relationship between the parties.
The confidentiality obligations shall not relate
to the following information and data:
- That are part of public domain otherwise than
through the fault of one of the parties (directly
or indirectly);
- That have been published in view of a statutory
obligation or the decision of a court, against which
no further appeal is possible;
- In respect of which the other party has given
written discharge from the confidentiality obligation.
Termination
LSP shall have the right to terminate or suspend the
agreement in whole in part with immediate effect and
without
judicial intervention, by letter or by fax, due to
grave reason(s), if:
- The Client violates any provision of the agreement
between the parties and a default of this kind is
not made good within 14 days of the date of sending
a notice of default, without the Client having right
to damage compensation;
- The Client dies, applies for suspension of payments
or declares himself bankrupt;
- Application is made for declaring the Client
bankrupt;
- The activities of the Client are suspended or
the business is wound up;
- Any of the assets of the Client are attacked;
- An offer is made for private settlement.
In such cases, all claims against the Client shall
be immediately claimable including the entire amount
of the invoice, without LSP being bound to pay damage
compensation, without prejudice to its rights to specific
performance and/or damage compensation.
Miscellaneous
If one or more provisions of the agreement with the
Client are void in law in whole or in part, the remaining
provisions shall not be affected thereby. The invalid
provision/s shall be replaced by a suitable provision
that as closely as possible reflects the intention
of the parties and the financial result striven for
by them in a legally effective manner.
If one or more provisions of the agreement with the
Client are void in law in whole or in part, the remaining
provisions shall not be affected thereby. The invalid
provision/s shall be replaced by a suitable provision
that as closely as possible reflects the intention
of the parties and the financial result striven for
by them in a legally effective manner.
All disputes that may arise in connection with the
agreements entered into with the Client and LSP, or
the other agreements arising under the same, shall
be laid before the appropriate court having jurisdiction
in Maastricht, the Netherlands. Before one of the
parties places a dispute before the court for adjudication,
the parties will try to resolve the dispute at the
management level through amicable negotiations aimed
at solving the problem.
The parties shall regard disputes arising between
them as strictly confidential and shall not make any
statements concerning the same to third parties.
The relationship between LSP and the Client will
be governed by Dutch law.
