TERMS AND CONDITIONS VARUMÄRKESOMBUDET AB
These terms and conditions (“Terms and Conditions”) apply to all services that VAMO VARUMÄRKESOMBUDET AB (“VAMO TRADEMARKS”), org. no. 556878-3012 (“Varumärkesombudet”) provides to its customers (“Customer”). When the Customer engages Varumärkesombudet, the Customer is deemed to have accepted these Terms and Conditions which constitute an integral part of the agreement between the parties (the “Agreement”). Varumärkesombudet and the Customer is hereinafter referred to individually as “Party” and collectively as the “Parties”.
1 THE ASSIGNMENT
1.1 The scope of the Assignment (“Assignment”) shall be agreed in writing between the parties at the beginning of the Assignment, for example, via email. Vamo Trademarks shall provide a written confirmation of assignment upon the Customer’s request.
1.2 Vamo Trademarks’ description of the Assignment and its scope is hereinafter referred to as the “Assignment Description”.
1.3 If the Customer makes reference to abnormal conditions in its order or in other documentation, these shall not be applicable.
1.4 The Agreement between the Parties consists of the Assignment Description and these Terms and Conditions. The Assignment Description takes precedence over these Terms and Conditions if and to the extent that they are not compatible with each other.
2 VAMO TRADEMARKS’S COMMITMENT
2.1 Vamo Trademarks shall ensure that the Assignment is conducted in accordance with what is stated in the Agreement and in accordance with industry good practice.
2.2 Unless otherwise agreed between the Parties, Vamo Trademarks shall have the right to take the measures that Vamo Trademarks considers necessary or desirable to carry out the Assignment. For example, Varumärkesombudet shall have the right to engage other advisers and professionals on behalf of the Customer and also incur reasonable costs to the Customer within the framework of the Assignment. If Varumärkesombudet engages other advisers and professionals, then Vamo Trademarks may request that the Customer engages them directly and thereby assumes direct responsibility for the payment of fees and costs incurred.
2.3 In cases where Varumärkesombudet (Vamo Trademarks) makes statements concerning other jurisdictions, this will not constitute legal advice. Statements concerning other jurisdictions will be based on our general experience. In cases where there is a need for legal advice from other jurisdictions, Varumärkesombudet can assist with obtaining this expertise, but will not be responsible for this advice.
3 CUSTOMER COMMITMENT
3.1 The Customer is responsible for remunerating Vamo Trademarks in accordance with what is stated in the Agreement.
The Customer shall provide accurate information in order that Vamo Trademarks can carry out the Assignment in accordance with the Agreement, including but not limited to relevant data and facts about the Customer’s business and any expansion plans that are relevant to the Assignment. The Customer warrants that the Customer has the right to enter into this Agreement and is entitled to pursue it in accordance with its wording.
3.3 The Customer shall review received documents and communicate such decisions that Vamo Trademarks reasonably requests and otherwise implement agreed measures, so that Vamo Trademarks has the opportunity to follow the agreed schedules and otherwise act in a timely manner, eg. with regards to the authorities.
4 MARKETPLACE FOR TRADEMARKS
4.1 In the event that the Customer uses the service Marketplace for Trademarks as a seller, the Customer guarantees that the trademark in question (the “Trademark”) belongs to the Customer with full and clear title, that it is not subject to licenses, liens or other rights of third parties and that no third party claims that such a right exists. The Customer warrants that the Customer has the right to market and transfer the Trademark. As long as the Trademark is offered on Marketplace for Trademarks, Vamo Trademarks has the exclusive right to broker the sale of the Trademark. In the event of transfer, the Customer agrees, as the seller, to sign the confirmation documents required for the new owner to register themselves as owner of the Trademark.
In the event that the Customer uses the service Marketplace for Trademarks as a buyer, then the Customer also instructs Vamo Trademarks to register the Customer as holder of the Trademark at the current registration body, in accordance with Vamo Trademarks’ then-current fee / charge for such registration.
4.3 Vamo Trademarks can, on a specific Assignment, assist the Customer with the transfer / acquisition of the Trademark, ie. assist with implementing the transfer of ownership of the Trademark. If Vamo Trademarks has not specifically been engaged for implementing the transfer of ownership, the Customer guarantees that the Trademark was acquired in a proper manner and that the transfer confirmation that shall be signed and provided to the registration authority is correct in all parts. It is not the responsibility of Vamo Trademarks to verify that the transfer itself has been implemented correctly.
5 PRICES AND PAYMENT TERMS
5.1 For the performance of the Assignment, the Customer shall pay remuneration in accordance with what is stated in the Agreement or, if the price is not specifically agreed, then the Customer shall pay remuneration in accordance with Vamo Trademarks’ current price list and fee levels.
5.2 a) For professional services provided on an open account basis, the following charges apply: The minimum charge is 0.5, i.e. 30 minutes. Every half hour or part thereof is charged as a full half hour. For example: If Vamo Trademarks have spent 75 minutes on a task, we will charge for two hours.
5.2 (b) The fixed price for the work performed will mostly apply to all types of reporting of incoming documents (e.g. office actions, applications for opposition, date of opposition proceedings, etc.), but also to other entrusted work, subject to specific agreement. The fixed price for reporting is usually SEK 1,800, unless otherwise specified.
5.3 Varumärkesombudet may request advance payment of fees and expenses. Sums paid in advance will be used to settle future invoices. The total amount for costs and services rendered can be higher or lower than the amount paid in advance.
5.4 All prices and fees are quoted in SEK exclusive of VAT and other fixed additional taxes that arise after the Assignment commences.
5.5 Vamo Trademarks may request advance payment of fees and expenses. Sums paid in advance will be used to settle future invoices. The total amount for costs and services rendered can be higher or lower than the amount paid in advance.
5.6 The Customer shall pay remuneration to Vamo Trademarks in accordance with the invoice. Invoicing shall be done monthly in arrears. Payment shall be made no later than 10 days (unless otherwise agreed) after the date displayed on the invoice. In case of late payment, interest will be charged in accordance with the Swedish Interest Act (1975:635) from the date payment was due until payment is received.
5.7 Vamo Trademarks shall be entitled to reimbursement of expenses and costs associated with the Assignment. For example, this may include registration fees, investigation costs, costs for other advisers and professionals, courier and travel costs, costs for agency staff, copying, fax and telephone.
5.8 If possible, Vamo Trademarks can, before an Assignment and at the Customer’s request, provide an estimate of what the fee may amount to and also periodically keep the Customer informed of the accrued fees as the Assignment progresses. The Parties agree that an estimate is based on the information that Vamo Trademarks has access to at the time of the estimate and is not a fixed price offer.
The Customer may at any time terminate the Agreement/cancel the parts of the Assignment that have not been performed. In the event of such a cancellation, Vamo Trademarks has the right to remuneration for work performed and costs incurred. An Assignment entered into at a fixed price cannot be prematurely terminated unless full remuneration is paid.
7 INTELLECTUAL PROPERTY RIGHTS
Copyright and other intellectual property rights to the work product that Vamo Trademarks generates in an Assignment belong to Vamo Trademarks, but the Customer has the right to use the results for the purposes for which they are provided. Unless otherwise agreed, documents or other work product generated by Vamo Trademarks is not to be made widely available or used for marketing purposes.
8 LIABILITY AND LIMITATION OF LIABILITY
8.1 Excluding the limitations below, Vamo Trademarks is responsible for damage incurred as a result of Vamo Trademarks’ negligence in the performance of their obligations under the Agreement.
8.2 Vamo Trademarks’ services are suited to the conditions of the individual Assignment, the information and facts presented by the Customer, and the instructions that have been received. The customer can therefore not rely on specific advice on any other matter or use it for purposes other than that for which it was provided. The Parties agree that Vamo Trademarks’ advice is based on the information that Vamo Trademarks has access to at the time that the advice is being provided and that Vamo Trademarks is not liable for damage resulting from incomplete or inaccurate information or instructions that has been provided by the Customer.
8.3 Other advisers and professionals shall be considered independent of Vamo Trademarks (whether they are engaged directly by Vamo Trademarks or whether they are engaged by the Customer). Vamo Trademarks shall not be responsible for other advisers and professionals, neither for the choice of them nor for the advice and other services they provide to the Customer. This applies regardless of whether they report directly to Vamo Trademarks or to the Customer.
8.4 Vamo Trademarks’ services provide no guarantees, eg. that a preliminary investigation will result in a trademark being accepted for registration, that a trademark will be approved for registration by a responsible authority (with or without a preliminary investigation being carried out) or that a dispute will be won based on an investigation report being performed.
8.5 Vamo Trademarks is not liable for damages incurred as a result of the Customer’s use of work product or advice in any other context or for any other purpose than for which it was provided or for damages to third parties that results from the Customer’s use of Vamo Trademarks’ work product or advice.
8.6 Vamo Trademarks’ liability shall, unless intent or gross negligence is involved, be limited to the estimated remuneration for the actual Assignment. In any event, Vamo Trademarks’ liability is limited to an amount of SEK 1 million per event and year.
8.7 Vamo Trademarks is not liable, unless intent or gross negligence is involved, in any circumstance for loss of profits, loss of or improper production, loss of goodwill or other indirect losses or damages including any liability the other Party has towards third parties, or loss of information.
9.1 If the Customer for any reason is not satisfied with Vamo Trademarks’ services and wants to make a complaint, this should be done as soon as the Customer becomes aware of the circumstances giving rise to the claim in order for the claim to be considered.
9.2 Claims may not be submitted later than 6 months after the later of (i) the date of Vamo Trademarks’ final invoice for the Assignment to which the claim relates, and (ii) the date on which the circumstance underlying the claim became known or could have been known to the Customer if reasonable enquiries were carried out.
Each Party undertakes to not disclose to any third party, without the consent of the other Party during the Assignment and for a period of three (3) years thereafter, information about the other Party’s business that can be regarded as business or trade secrets or which by law, is subject to confidentiality requirements. Business or trade secrets shall always be regarded as information that the Party considers to be confidential. Confidentiality does not apply to such information as the Party can prove became known to the Party in a manner other than through the Agreement or which is common knowledge. Confidentiality does not apply when the Party is obliged to disclose information by law. If the Party is required to disclose information by law, they shall inform the other party thereof before the disclosure is made.
11 FORCE MAJEURE
If the Party is prevented from fulfilling its obligations under this Agreement due to circumstances that the party has no control over, such as lightning, fire, government intervention, war, terrorist attacks, military operations, labour disputes, blockages, major accidents, currency exchange restrictions, and errors or delays from subcontractors due to the conditions stated herein, this shall constitute grounds for the postponement of the date for performance of the obligations and relief from liability for damages and other penalties.
12 AMENDMENTS AND ADDITIONS
12.1 In order to be binding, any amendments and / or additions to the Agreement shall be made in writing and signed by authorised representatives from both Parties.
12.2 These Terms and Conditions may from time to time be amended by Vamo Trademarks. The current version is always published on Vamo Trademarks’ website www.varumarkesombudet.se/www.vamotrademarks.com. Amendments apply only with respect to Assignments initiated after the amended version has been posted on the website.
If any provision of this Agreement or any part thereof is found to be invalid, this does not signify that the Agreement in its entirety is null and void, but shall, to the extent that the invalidity substantially affects the performance of the Party or exchange of the Agreement, allow for reasonable adjustments to be made.
14 GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Swedish substantive law applies to the Agreement as applicable between Swedish parties. Disputes arising in connection with the Terms and Conditions shall be finally settled by arbitration under the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg and the language of the proceedings shall be Swedish.
14.2 If the dispute amount of the submitted claim does not exceed 3 times the applicable price base amount according to the Social Insurance Code (2010: 110), the dispute shall, in contrast to what is stated in paragraph 13.2 above, be settled in the first instance by the District Court in Gothenburg. The Party has the right with such claims to apply for an order to pay at the Swedish Enforcement Authority.
14.3 The Parties undertake, without limitation in time, not to disclose the existence or content of the arbitration ruling in connection with this Agreement or information about negotiations, arbitration or mediation in respect of the Agreement. The provisions of this paragraph shall not apply unless otherwise stipulated by law, other regulations, government bids, stock exchange rules or good practice on the stock market or otherwise required for the execution of a judgement.