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Ingrid Mennens Managing Director Trademarks Belgium

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General Terms and Conditions

NOVAGRAAF GENERAL TERMS & CONDITIONS OF BUSINESS

I. SCOPE AND ENFORCEABILITY OF THESE GENERAL TERMS & CONDITIONS FOR THE PROVISION OF CONSULTANCY SERVICES

NOVAGRAAF France and NOVAGRAAF Technologies are companies belonging to the NOVAGRAAF Group (hereinafter collectively “NOVAGRAAF”). A specialist firm of industrial property consultants, NOVAGRAAF offers consultancy, representation and assistance services for obtaining, maintaining, operating and/or defending intellectual property rights and related rights, specifically in the field of patents, trademarks, designs, software programs, domain names and copyright. These services include providing legal opinions and drafting private deeds and instruments.

Any service carried out by NOVAGRAAF in accordance with instructions from a private individual or legal entity who commissioned NOVAGRAAF for that purpose (hereinafter the “Principal”) and in respect of whom NOVAGRAAF may rely on its capacity as the authorised attorney with regard to third parties, (hereinafter the “Service’”), is subject to these General Terms & Conditions which prevail over all other general or special terms and conditions originating from the Principal, which, in the absence of prior written acceptance shall not be binding on NOVAGRAAF regardless of the time at which they were brought to the latter’s attention. The fact of NOVAGRAAF not relying on any of the clauses in these General Terms and Conditions at any given time shall not be interpreted as a waiver to so rely thereupon at a later date.

NOVAGRAAF reserves the right to modify these General Terms and Conditions at any time and without prior notice, at its sole discretion. The General Terms and Conditions applying to a Service are those in force at the date the Principal accepted the corresponding Offer of Services (as this term is defined at article 2.1.1 hereof). In the eventualities covered at article 2.1.4 below where the Principal’s agreement is not formally expressed, the General Terms and Conditions that apply are those in force at the time the corresponding Offer of Services was issued by NOVAGRAAF.

In accordance with current regulations, NOVAGRAAF reserves the right to make exceptions as regards certain clauses in these General Terms and Conditions, depending on the negotiations led with the Principal, by drawing up special written or unwritten conditions applying specifically to the latter. Any provisions in these General Terms and Conditions not set aside by special terms agreed with any given Principal shall remain fully applicable thereto.

In addition, NOVAGRAAF may draw up general terms and conditions for a particular category of consultancy services, in derogation to these General Terms and Conditions, depending on the type of customers in question, determined on the basis of objective criteria. In this case, the general terms and conditions for that particular category shall apply to all operators meeting these criteria. Any provisions in these General Terms and Conditions not set aside by general terms and conditions for a particular category adopted by NOVAGRAAF in accordance with this sub-paragraph, shall remain fully applicable to any Principal coming within the category in question.

In its capacity of industrial property consultant, NOVAGRAAF is bound to comply strictly with the legal and regulatory provisions in the French Intellectual Property Code according to the Law No. 92-597 of 1 July 1992 (art. L.442-1 to L.423-2 and R.422-1 to R.423-2) and the provisions of the rules of procedure of the French National Association of Industrial Property Consultants (NAIPC) published in the Official Journal of 18 September 1994 according to the Order of 29 July 1994, and performs its Services in compliance therewith.

II. CONDITIONS IN WHICH THE SERVICES ARE PERFORMED

2.1 Orders

2.1.1 The performance by NOVAGRAAF of any Service is subject to prior acceptance by the Principal of an offer of services combined with an estimate of the costs and time scales for delivering the same as the case may be (hereinafter collectively “Offer of Services”). The said Offer of Services constitutes the special conditions that modify and/or supplement these General Terms and Conditions. In case of conflict between the provisions of these General Terms and Conditions and those of any Offer of Services whatsoever, the provisions in the said Offer of Services shall prevail for determining the respective rights and obligations of the Principal and NOVAGRAAF in this context.

2.1.2 NOVAGRAAF hereby informs any private individual or legal entity to whom an Offer of Services is addressed that these General Terms and Conditions are at its disposal. For any Service subject to a flat-rate charge in accordance with article 3.1.1 of these General Terms and Conditions, NOVAGRAAF can provide the Principal also with current public rates on request. The acceptance of an Offer of Services by the Principal thereby carries with it unconditional acceptance of these General Terms and Conditions.

2.1.3 Any Offer of Services requiring specific preparatory design work or meetings with NOVAGRAAF and which the private individual or legal entity making the request does not then follow up may be invoiced to them.

2.1.4 As matter of principle, acceptance of an Offer of Services must be clearly formalised in writing, in paper or electronic format enabling the author to be identified. In no case can NOVAGRAAF be held liable for any delay in carrying out the Services arising due to any delay in receiving the Principal’s acceptance in due and proper form. By way of exception, where the Offer of Services is issued for the attention of a private individual or legal entity who is already a Principal of NOVAGRAAF and the Service envisaged is a matter of urgency (such as specifically safeguarding the Principal’s intellectual property rights or, more generally, interests) or is the normal continuation of actions previously undertaken with the Principal’s agreement, NOVAGRAAF may undertake performance of the Service at the Principal’s costs without awaiting the latter’s formal acceptance, subject to informing it clearly of the actions that will be taken and allowing it a period of at least twenty-four (24) hours to object thereto.

2.2 Cooperation

In order to be able to perform the Services to the best of its knowledge and abilities, NOVAGRAAF must be able to count on the full and unreserved cooperation of the Principal who agrees to disclose exhaustive and correct information relating to its activities, contractual links with third parties or partners, projects, intentions, state of the art and/or of the competition and, more generally, all information regardless of its nature that will be necessary for the accurate estimation then the proper performance of the Services. In this respect, the Principal agrees to inform NOVAGRAAF of any change relating to the information supplied and, more generally, of any event liable to modify the performance of a current or future Service. The Principal will be solely liable for damages (including loss of rights) which may result from erroneous or incomplete information or the absence of response to requests for instructions or information sought by NOVAGRAAF.

2.3 Documents delivered to the Principal

2.3.1 The Principal is bound to verify the substantive and technical accuracy of any document delivered to it by NOVAGRAAF for the purposes of carrying out a Service. The absence of any formal response on the content of any document sought by NOVAGRAAF when forwarding the same will be treated as amounting to agreement therewith.

2.3.2 Unless instructed otherwise by NOVAGRAAF or the Principal on grounds of its confidential nature and/or importance, any information and/or document may be forwarded by letter, facsimile or e-mail subject to ensuring protection thereof.

2.4 Time frames for performance

2.4.1 Except if a time frame is expressly agreed with the Principal, NOVAGRAAF is bound only to perform the Services within a reasonable period and in accordance with its possibilities. These time frames being given as an indication only, any overrun may not be treated as grounds for terminating the contract or disputing the amount due for the Service.

2.4.2 In case of request for a provision on account in accordance with article 3.1 of these General Terms and Conditions, any performance time frame expressly agreed with the Principal is understood to be from payment of the said provision. Similarly, any performance time frame expressly agreed with the Principal is understood to be from when the latter provides all the information necessary to carry out the services.

2.4.3 Some Services being subject to a performance period imposed by an administration and/or current regulations on industrial property matters, the Principal is bound to give its instructions in good time at the request of NOVAGRAAF in order to meet the time frames imposed and enable NOVAGRAAF to carry out its assignment with all the necessary care. The Principal will be solely liable for damages (including loss of rights) which may result from instructions being received after a due date notified in writing by NOVAGRAAF.

2.5 Intervention of a third party

NOVAGRAAF may have cause to entrust performance of part of the Services to an external provider and/or correspondent of NOVAGRAAF if it deems it relevant or necessary, specifically in regard to foreign procedures. As the case may be, NOVAGRAAF will inform the Principal thereof and remains responsible for the proper performance of the entirety of the Services.

III. FINANCIAL TERMS AND CONDITIONS

3.1 Rates

3.1.1 Pricing structure

As a matter of principle, the Services defined in any Offer of Services will give rise to an all-inclusive charge comprising NOVAGRAAF’s fees as well as any external fees and related administrative costs (on the assumption that the performance of a part of the Services had to be entrusted to outside providers and/or correspondents pursuant to the provisions of article 2.5 of these General Terms and Conditions), the costs and charges corresponding to the public prices mentioned at article 2.1.2 hereof. Prices may be revised at any time specifically to take account of revised prices being charged by officials, variations in the exchange rate and/or alterations to the regulations and laws that apply and which could have repercussions on the amount of the Services.

By way of exception, NOVAGRAAF may draw up an Offer of Services identifying its fees for each Service to be carried out, as well as outside fees, costs, taxes and related administrative charges in addition.

The pricing structure applying to the Service, flat-rate or detailed, is set forth in the Offer of Services forwarded by NOVAGRAAF and duly accepted by the Principal.

3.1.2 NOVAGRAAF’s fees

NOVAGRAAF’s fees are determined in accordance with the number and qualifications of NOVAGRAAF’s consultants involved in carrying out the Services as well as the nature of the Services and/or the time necessary for their performance.

Since these services are easily identifiable or executable in terms of their duration, calculated in hours or days, NOVAGRAAF has a scale of fees at the Principal’s disposal. As these services are procedural before officials in France, Europe and in other countries via a local correspondent, NOVAGRAAF has a tariff scheme at the Principal’s disposal.

3.1.3 Costs, taxes and fees of external providers

NOVAGRAAF’s fees do not include costs, taxes and outside fees incurred by NOVAGRAAF for the needs of carrying out the Services. The costs, taxes and fees of external providers are invoiced in addition to NOVAGRAAF’s fees. Administrative costs for handling, processing, accounting and banking the invoices covering these costs, taxes and outside fees will be added thereto.

3.1.4 In accordance with article 12.8 of the NAIPC’s rules of procedure, NOVAGRAAF would kindly recall that accepting responsibility or offering to accept responsibility for the financial risks or costs of a transaction or an intervention on behalf of another or fixing its remuneration exclusively on the result hoped for from such a transaction or intervention is prohibited.

3.1.5 The rates set forth in any Offer of Services are understood to be net and exclusive of taxes. Value-added tax (VAT), at the rate in force as at the date of invoicing, will be applied in addition where this is applicable by virtue of French and European law.

3.2 Provision

3.2.1 In compliance with the standard professional practices in force, carrying out any Service is, as a matter of principle, subject to the Principal making payment of a provision on account of costs equivalent to no less than fifty per cent (50%) of the amount of the Service, all taxes included. The amount of the provision requested may be raised to the whole of the cost of the Service, all taxes included, as NOVAGRAAF shall see fit, specifically in the case of a new Principal or of a Principal in debt to NOVAGRAAF in respect of the provision of one or more Services previously.

3.2.2 As the case may be, in accordance with article 2.4.2 of these General Terms and Conditions, performance of the Service cannot commence until payment of the provision requested regardless of the consequences for the Principal, specifically in terms of overrunning the deadline.

3.3 Invoices

3.3.1 The invoices corresponding to the performance of a Service are drawn up in accordance with the method of invoicing set forth in the corresponding Offer of Services. They state any sums previously received as a provision on account or in payment.

3.3.2 As a matter of principle, any Service gives rise to invoicing on delivery of the agreed deliverables. If carrying out the Services extends over a period of at least sixty (60) days, this gives rise to the invoicing of interim fees in respect of the work and time spent by NOVAGRAAF’s consultant over that period.

3.3.3 Unless a flat-rate charge is applied in accordance with article 3.1.1 of these General Terms and Conditions, all invoices will state, clearly and distinctly, where this applies:

- the costs, taxes, external fees and related administrative charges in accordance with articles 2.5 and 3.1.3 of these General Terms and Conditions,

- the official dues and fees applying for procedures in France and Europe, and

- NOVAGRAAF’s fees (stating the identity of the NOVAGRAAF consultant(s) involved, their hourly rate and the time spent by each).

3.4 Payment

In accordance with article L.441-3, sub-para. 4 of the French Commercial Code as amended by the Law LME no. 2008-776 of 4 August 2008, except in the case of special conditions making an express exception, all amounts due for Services performed must be settled in cash no later than thirty (30) date from receipt of invoice.

3.5 Late payment - Penalty charges

3.5.1 If the settlement of an invoice has not reached NOVAGRAAF within a period of thirty (30) days from receipt of invoice, interest on arrears calculated per month late on the basis of three times the current legal interest rate (minimum interest rate fixed by the Law LME no. 2008-776 of 4 August 2008) as at the time the invoice was issued will be automatically acquired to NOVAGRAAF as a matter of law, without any further formality or prior notice to remedy in accordance with the said Law LME no. 2008-776 of 4 August 2008.

3.5.2 The penalty charge is calculated on the total amount of the sum due, up to the date at which the said sum is paid in full and regardless of any payments on account. A penalty charge due in relation to any incomplete month is due for the whole of the month.

3.5.3 The costs inherent in any proceedings for recovering sums due before the courts are at the Principal’s charge.

3.5.4 In the event of non-compliance with the conditions of payment shown above, NOVAGRAAF further reserves the right to suspend or cancel the supply of the services ordered by the Principal, suspend performance of its obligations and decrease or cancel any rebates or discounts that might have been granted to the latter.

3.6 Disputes

3.6.1 Any dispute relating to the amount of the invoices or the performance of the corresponding Services is only admissible if it is formulated not later than within a period of fifteen (15) days following the date mentioned on the invoice.

3.6.2 At all events, no dispute by the Principal can be grounds for unilaterally suspending payment or withholding or offsetting monies.

IV. MORE THAN ONE PRINCIPAL

4.1 In the event of there being several Principals within the framework of the same case, they agree to appoint one of their number to be the sole point of contact for NOVAGRAAF, both for passing instructions or documents and for settling sums due to NOVAGRAAF. This sole point of contact is called “named principal”. Invoices raised by NOVAGRAAF for the total amount of the Services performed on account of the Principals will be addressed exclusively to this person. The breakdown of the sums due between each of the principals or the preparation of individual apportioned invoices for each of them requires the express prior agreement of NOVAGRAAF on the principle of such an organisation.

4.2 In case the designated sole point of contact is in default, the co-principals shall remain indefinitely, jointly and severally liable for payment in full of NOVAGRAAF’s invoices.

V. LIABILITY - PROFESSIONAL ETIQUETTE

5.1 Declining an assignment

In accordance with article 14.4 of the NAIPC rules of procedure, for reasons prompted by its own conscience and, in particular, awareness of professional etiquette, NOVAGRAAF is free to decline any power of attorney or to break off any power of attorney in progress, subject to alerting the Principal without delay and to satisfying itself that all measures are taken, as the case may be, to ensure that the Principal’s legitimate interests are safeguarded.

5.2 Prudence, care and attention

In the event it accepts a power of attorney, NOVAGRAAF is bound to comply with the rules of prudence, due care and attention which safeguarding the interests entrusted to it by the Principal compels. In this respect, NOVAGRAAF is specifically bound to:

- respect the purpose of the power of attorney entrusted to it by the Principal;

- keep the Principal informed of the state of progress on the Services;

- seek instructions from the Principal every time a decision has to be taken in a situation which could entail a loss of rights;

- refrain from advising, assisting and representing Principals in the same case having opposing interests, except to intervene as arbitrator. In this respect and except for express instructions from the Principal, NOVAGRAAF is not bound to verify if there is any possible conflict of interest with any other of its Principals.

5.3 Best endeavours obligation

In carrying out any Service, NOVAGRAAF is bound only by a best endeavours obligation.

In particular, NOVAGRAAF declines all liability due to an error or omission in prior rights searches and technological monitoring or supervision of patents, trademarks, designs or domain names, inasmuch as all the necessary care and attention has been paid to carrying out this type of Service.

NOVAGRAAF accepts no liability as to the Principal’s choice or operation of the Services supplied to it. In particular, the Principal is solely responsible for the choice of the industrial property title(s) it acquires via the intermediary of NOVAGRAAF and, accordingly, agrees not to exercise any recourse against the same on this count.

5.4 Insurance

NOVAGRAAF can provide evidence of insurance covering its professional public liability for negligence and faults committed while carrying out its duties, as well as repayment of funds, bills or valuables received.

5.5 Professional secrecy

5.5.1 In accordance with article L.422-11 of the Intellectual Property Code and article 12.3 of the NAIPC rules of procedure, NOVAGRAAF is bound by professional secrecy. This secrecy extends to legal opinions addressed to or intended for the Principal, to information and documents exchanged with the Principal, a colleague or attorney, to notes of interviews and, more generally, to all elements of any file related to a Service.

5.5.1 In this respect, NOVAGRAAF agrees to treat as confidential all documents and information entrusted to it by each of its Principals and to disclose their content to no third party other than those consultants or advisers to whom the performance of part of the Services might be entrusted in accordance with article 2.5 of these General Terms and Conditions, except after having obtained the Principal’s express agreement.

5.5.3 For all relevant intents and purposes, it is however recalled that professional secrecy is not binding on persons legally empowered to conduct legal, administrative or customs enquiries or on the courts.

VI. INTELLECTUAL PROPERTY

6.1 NOVAGRAAF’s intellectual property rights contained on the documents delivered or submitted to the Principal are reserved and are the exclusive property of NOVAGRAAF. No use and/or operation of these intellectual property rights such as, without this list being exhaustive, photocopies, reproduction, publication, modification or transfer to a third party is authorised without the prior express agreement of NOVAGRAAF, outside of the framework of the Service defined with the Principal.

6.2 NOVAGRAAF agrees mutatis mutandis to comply with the intellectual property rights of its Principal(s).

VII. CANCELLATION - DIVESTITURE

7.1 The Principal has the option of breaking off any power of attorney entrusted to NOVAGRAAF and any provision of Service for which it had appointed the same at its discretion and at any time. In this situation, the Principal is not exempt from its obligation to pay the sums due in respect of the Services carried out up to the date of effective termination of the appointment.

7.2 NOVAGRAAF has the same option available to it to cease carrying out any Service on behalf of the Principal and to stand down from the corresponding appointment as attorney, in accordance with its rules of professional etiquette, article 5.1 of these General Terms and Conditions and provided it allows the Principal a reasonable period to entrust its files to another attorney whose details it will communicate to NOVAGRAAF.

7.3 Furthermore, in case the Principal defaults on payment of the fees, costs and/or dues invoiced by NOVAGRAAF and after the Principal has been given due notice to pay, NOVAGRAAF may relinquish its power of attorney and all the Services for which it was appointed by the Principal.

7.4 For it to be binding, any decision to break off the power of attorney by the Principal or to stand down by NOVAGRAAF must be notified by letter in recorded delivery with acknowledgement of receipt.

7.5 Regardless of the grounds for termination, on written request, NOVAGRAAF will deliver to the Principal or its new attorney, all official documents of which it is the depositary as well as all the documents and information necessary for the performance or completion of the Services for which it was appointed.

VIII. GOVERNING LAW – ALLOCATION OF COMPETENCE

8.1 These General Terms and Conditions and the whole of the power of attorney entrusted to NOVAGRAAF by the Principal are subject to French law and to the rules of the profession of Industrial Property attorney.

8.2 The Principal and NOVAGRAAF will endeavour to find an amicable solution to any dispute that might arise from the formation, interpretation or performance of the appointment and these General Terms and Conditions.

8.3 Failing any amicable solution agreed within a period of one (1) month following the sending of an initial written notice relating to the dispute by either of the parties in the presence of the other, the dispute is subject to the exclusive competence of the Paris courts, notwithstanding there being more than one defendant or action to call in a third-party guarantee.

I. Conditions for providing Advisory and Intermediary services

Article 1

Novagraaf shall, if deemed desirable or necessary for the correct performance of the commission with which it has been charged, be authorised to involve other experts during the execution of the commission, the costs of which shall be charged to the client.

Article 2

Novagraaf shall make every effort to perform the work to the best of its ability and adhere to the established code of practice with respect to the performance of the profession concerned. Novagraaf shall not accept liability for damage or loss arising from or related to incorrect information supplied by the client. Providing incorrect and/or incomplete information (even when provided in good faith) shall be deemed a breach on the part of the client and can give Novagraaf sufficient cause to dissolve the contract. The client acknowledges that the duties of Novagraaf are of an advisory nature. By virtue of the nature of the work carried out by Novagraaf and the subjective evaluation approach that is therefore always part of it, the liability of Novagraaf for the total damage or loss arising from or related to one or more attributable failing(s) on the part of Novagraaf or which may be founded on any other legal grounds, shall be limited to the amount paid out by the insurer in respect of such matters. In the event that the insurer does not make a payment in any case, Novagraaf shall not accept any liability.

The liability for consequential damages, which shall also include damage as a consequence of adaptation of printed material, internet sites, damage to reputation, costs of filing applications, shall be excluded. The limitations of liability included in this clause shall not apply in cases where the damage or loss is as a consequence of intent or deliberate recklessness on the part of Novagraaf or any of its employees in an executive position.

Article 3

In the event of force majeure, Novagraaf shall, without legal intervention, have the right either to suspend the execution of the contract for as long as the circumstances causing the force majeure persist, or dissolve the contract fully or in part. In the event of force majeure Novagraaf shall in no way be deemed liable for the damages. For the purpose of this contract, force majeure shall include such matters as: illness of Novagraaf employees and the lack of available information from the client or incorrect information having been provided by the client. Novagraaf shall continue to be entitled to claim payment for the work that was carried out as part of said contract before the circumstances causing the force majeure were in evidence.

Article 4

Any contracts entered into and/or transactions carried out between Novagraaf and the client shall be governed by the Laws of the Netherlands. The Courts of Amsterdam shall have jurisdiction in any disputes arising between Novagraaf and the client.

II. Additional Terms and Conditionsfor Domain Names and E-Services

1. Applicability

1.1 These Additional terms and conditions for domain names and E-Services ("Additional Terms") are applicable to requests for proposals from, or instructions given by, a third party ("Client") to Novagraaf Nederland B.V. ("Novagraaf") concerning the registration of domain names ("Domain Names") and all provision of electronic services by Novagraaf and all services rendered electronically, including all other services for which Novagraaf declares these Additional Terms to be applicable ("E-Services"). These Additional Terms are applicable in addition to the General Terms and Conditions for the provision of Advice and Intermediary of Novagraaf ("General Terms"), which General Terms are also applicable to Domain Names and E-Services.

1.2 These Additional Terms may be amended by Novagraaf from time to time, in which case Novagraaf will provide notice thereof on its website www.novagraaf.nl. By continuing to use Novagraaf's services after notification of an amendment, the Client accepts the applicability of amended Additional Terms.

2. Domain Names and E-Services

2.1 In rendering its services Novagraaf may engage the services of third parties. The Client authorizes Novagraaf to accept in the Client's name, any terms and conditions or other regulations, that may be used by such third parties, including any holders of registers that are open to the public.

2.2 The Client will timely provide Novagraaf with complete data and information as requested by Novagraaf, in the absence of which Novagraaf may suspend its services or terminate the agreement, either in whole or in part.

2.3 All data and information, including personal data, as provided by the Client, can be used by Novagraaf and any third parties engaged by Novagraaf, anywhere in the world in accordance with applicable laws and regulations. In case such use requires the consent of a third party, the Client will be responsible for, and warrants that, such consent has been obtained.

3. E-Portals - Subscriptions

3.1 Access to E-Services by means of electronic portals ("E-Portals") is only permitted on the basis of an agreement ("Subscription") between Novagraaf and a Client ("Subscriber"). Access to E-Portals is limited to such times as Novagraaf may from time to time indicate and to such parts as agreed between Novagraaf and the Subscriber.

3.2 The Subscriber shall make sure that all access codes and passwords related to E-Portals will only be known to and used by employees and third parties that are authorized by the Subscriber ("Authorized Users").

3.3 Novagraaf may assume that all instructions given to Novagraaf through E-Portals are accurate and complete and that the Authorized User has the authority required for such instructions.

3.4 The Subscriber and its Authorized Users are fully responsible for the hardware and software that is necessary to use the E-Portals in accordance with the instructions for usage and security as may from time to time be issued by Novagraaf.

3.5 The Subscriber warrants that the Subscriber and its Authorized Users (a) will at all times act in accordance with the terms and conditions and instructions for usage and security that from time to time apply to a Subscription or E-Portal, (b) will not use access codes or passwords for other purposes than use in accordance with the terms and conditions and instructions for usage and security that from time to time apply, (c) will not in any manner whatsoever jeopardize the uninterrupted use of E-Portals by other Subscribers, and the confidentiality thereof, and (d) will not use any E-Portals and any of the data and information obtained in violation of any applicable laws and regulations or any illegitimate acts or purposes.

3.6 The Subscriber is responsible for any use made of any E-Portals, Subscriptions or any related data and information by its Authorized Users.

3.7 Unless otherwise agreed in writing, Subscriptions will have a first Subscription period of at least one year, and will after the expiration thereof be automatically renewed for subsequent Subscription-periods of one year. Subscriptions can be terminated at the expiration of any Subscription period by either Novagraaf or the Subscriber by giving written notice and observing a notice period of at least one month.

3.8 Any Subscription fees will be due per Subscription period and are payable prior to the relevant Subscription period. Novagraaf is entitled to increase a Subscription fee during a Subscription period in case of an increase in prices or costs charged by third parties engaged by Novagraaf. Novagraaf is at all times entitled to charge any Subscription fees, costs and expenses in advance.

4. Use of data and information provided by Novagraaf

4.1 Data and information as provided by Novagraaf is the property of Novagraaf, its licensors, relevant registers and other third party providers, and are protected by copyright and other rights.

4.2 Any use of data and information provided by Novagraaf will be subject to any terms and conditions imposed by licensors, relevant registrars and other third party providers and the Subscriber agrees to abide by such terms and conditions.

4.3 Without the prior written consent of Novagraaf, data and information provided by Novagraaf shall not be reproduced, distributed, published or otherwise used, either in whole or in part, for commercial purposes, except for such limited reproduction and distribution as necessary for (a) the Client's internal business purposes or (b) use by advisors of the Client, to the extent necessary for rendering their advice to the Client.

5. Liability

5.1 Because of the nature of information technologies and the inherent limitations and risks thereof, E-Portals can be unavailable or interrupted. Novagraaf accepts no liability, whatsoever, related thereto.

5.2 Because of the number and nature of licensors, relevant registers and other sources for data and information and the electronic distribution thereof, data and information as provided via E-Services can be inaccurate or incomplete. All data and information is provided by Novagraaf "as is" and Novagraaf cannot be held liable for any such data and information being inaccurate or incomplete.

5.3 The Client will be solely responsible for any decision made by the Client or its Authorized Users, or any acts or failures to act, in relying upon such data or information to be accurate or complete. The Client indemnifies Novagraaf for any and all claims, liabilities or damages of the Client, its Authorized Users or any third party.

5.4 In addition to the provisions of the General Terms, any liability of Novagraaf in connection with E-Services is limited to the Subscription fee for the Subscription period during which the event causing such liability occurred.

5.5 If and to the extent that any limitation or exclusion of liability as provided for in these Additional Terms is not permitted under any applicable laws, such limitation or exclusion will by operation of law be transferred into such limitation or exclusion as is most favorable to Novagraaf and permitted by such applicable laws.

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Effective 1 July 2010

Novagraaf IP UK Ltd..

 

Novagraaf IP UK Ltd is a limited company under Company registration number 04021839, and having its registered office at Parchment House, 13 Northburgh Street, London, EC1V 0JP, United Kingdom.

Our office is located at Parchment House as aforesaid, and its normal business hours are from 9.00am to 5.00pm on weekdays.

1. CONTRACTING PARTIES

The contract (“Contract”) for the provision of professional services by us to you (“Services”) is set out in these Standard Terms of Business (“Terms”) and in any engagement letter (“Engagement Letter”) that we send to you confirming your instructions in general or on any particular case. In the event of any conflict between the Terms and the Engagement Letter, the latter will prevail.

The Contract is between you and Novagraaf IP UK Ltd alone. For the avoidance of doubt, there is no contract between you and any director, employee, consultant or agent of Novagraaf IP UK Ltd. Any advice given to you by a director, employee, consultant or agent of Novagraaf IP UK Ltd as part of any Services is given by that person on behalf of Novagraaf IP UK Ltd and not in his / her individual capacity.

The use in the Contract of the word “director”, which means a director of Novagraaf IP UK Ltd unless otherwise indicated, refers to a member of Novagraaf IP UK Ltd , or to an employee of or consultant to Novagraaf IP UK Ltd with equivalent status.

Unless otherwise indicated, references in the Contract:.

  • to “we”, “us” or “our” are references to Novagraaf IP UK Limited and its subsidiaries J.E.Evans-Jackson & Co., William A. Shepherd & Son Ltd. and to any successor or assignee thereof. For the avoidance of doubt J.E.Evans-Jackson & Co. includes Innovation Development Ltd., Novagraaf Norwich Ltd., and any other UK-based subsidiary companies or trading names of any such companies including but not limited to Hillgate Patent Services, Novagraaf London, Novagraaf Norwich, and to any successor or assignee thereof;
  • to “you” are references to the person (including any company, corporation, partnership or other incorporated or unincorporated body) to whom any Services are supplied, and to any successor or permitted assignee thereof; and
  • to any legislation or code are references to that legislation or code as replaced or amended from time to time.

No amendment to any provision of the Contract will be effective unless it is agreed in writing between us.

The Terms supersede any earlier terms of business or terms of engagement that may have been provided to you by Novagraaf IP UK Ltd or its predecessor.

2. SCOPE OF THE SERVICES

Unless agreed otherwise between us in writing:.

2.1 our advice to you will relate only to the law and legal procedures that operate in England and Wales and under the regulations pertaining to the European Union Community Trade Mark;

2.2 the Services will not include advice on the tax or accounting implications of any transaction or course of action, or on tax and accounting-related issues generally;

2.3 we will not be obliged to provide, and accept no Liability for, any advice or work beyond the scope of the Services or in relation to factors of which we were not made aware by you; and whilst we will endeavour to meet any deadline that we agree with you for the performance of any Service, time shall not be of the essence of the Contract.

3. OUR GENERAL PROFESSIONAL OBLIGATIONS

Subject to the terms of the Contract, we will provide the Services to you with reasonable skill and care and in a timely manner.

The attorney named in any Engagement Letter as the “Main Contact” will be the attorney exclusively responsible for the supervision of the client relationship between us and you.

The attorney named in any Engagement Letter as the “Main Contact” will be the attorney primarily responsible for the provision of the Services. That attorney has complete discretion to deploy such of our attorneys, trainees, paralegals or other staff as he or she considers necessary or desirable to ensure the appropriate provision of the Services.

4. CONFLICTS

We operate systems intended to prevent our acting for one client in a context where there is an actual or potential conflict of interest, with another client for whom we are acting. If you become aware of such a conflict please notify us as soon as possible. In the event of such a conflict it will be our responsibility to decide on the appropriate course of action.

We reserve the right to act, during and after the term of any Contract, for other clients whose interests may be commercially adverse to yours.

5. YOUR RESPONSIBILITIES

You will provide us with clear, timely, up-to-date and accurate instructions and information relating to the Services in order to enable us to provide them, and/or to comply with any applicable legal or regulatory obligations, and you will notify us promptly of any material change to such instructions or information. We will be entitled to rely on them without further verification unless expressly agreed otherwise between us in writing.

In the absence of any written agreement between us to the contrary, we shall be entitled:-

5.1 (unless you are a client who is a private individual) to treat the person(s) instructing us as being fully authorised by you to do so, including in respect of accepting the Terms and any Engagement Letter,

5.2 and to assume that we may act on instructions given orally

You will tell us as soon as possible if matters are or become urgent and/or require action by a specific time.

6. OUR CHARGING STRUCTURE

Our fees for providing the Services will be calculated taking into account the nature and extent of the Services, and the overall circumstances. Unless we have agreed to charge fees based on the set fee arrangement, the primary element in calculating our fees is normally the time spent by fee earners in providing the Services to you. The standard hourly rates of our fee earners vary depending upon their seniority and experience, and the rates of those fee earners engaged in providing any Services will be notified to you. These rates may be reviewed by us annually or at other periodic intervals.

In addition to time costs, we are entitled to reflect in our fees additional factors, such as the novelty or complexity of the matter, the skill, responsibility and knowledge demanded, the urgency or speed of action required, the importance of the work to you, the amount or value of any money or property involved, unsocial hours worked by fee earners and other personnel, the place in which the business is transacted and the overall value or importance of the work to you.

We will keep a record of the time that we spend on a matter and will, if requested by you, provide you with a written breakdown of the time spent and the fees attributable to it.

You may agree with us an upper limit for the fees, disbursements and/or expenses that may be incurred by us without further authority in a particular case.

Any estimate that we give to you of our fees, disbursements and / or expenses does not constitute a definitive quotation unless specifically agreed between us in writing. No estimate or quotation that we give to you shall have effect unless it is provided in writing.

Where any of our fees, disbursements or other expenses are paid subject to any deduction or withholding in respect of tax in any non-UK jurisdiction, we reserve the right to charge you an additional amount that will, after any deduction or withholding has been made, leave us with the same amount that we would have received in the absence of any such deduction or withholding.

Whether or not any matter to which any Services relate proceeds to completion we will be entitled to charge you for the work done and disbursements and expenses incurred by us, and also for such further charges or disbursements that we may unavoidably be required to incur.

7. DISBURSEMENTS AND OTHER EXPENSES

We may on your behalf incur and, in some circumstances, pay certain disbursements (such as search fees, stamp duty, overseas lawyers' fees, court fees and barristers' fees). You will have to pay those expenses or reimburse us for them. We will, where requested, notify to you in advance (or estimate) any such disbursements which are to be incurred.

In addition to our fees and disbursements, we may charge you for some of the firm's own expenses incurred while acting for you. These may include (for example) the expenses of photocopying and binding, special deliveries, fax and telephone, travel and electronic money transfer.

Where we enter into foreign currency commitments on your behalf (such as payment of overseas lawyers' fees), or where foreign currency transactions take place in relation to matters where we are acting on your behalf, we are entitled to recover from you any bank charges and exchange rate losses that we incur in handling the transaction

8. VAT

Our hourly charge rates, fees, disbursements and expenses (and any estimates or quotations in respect of any of the foregoing) are exclusive of value added tax (“VAT”) which (where chargeable under current legislation) will therefore be added to our invoices.

If any of our invoices is not payable by you as our client but by a third party, you will still be liable for any VAT in respect of our charges.

9. PAYMENT ON ACCOUNT AND SUMS RECEIVED ON YOUR BEHALF

We may at any time require you to pay to us reasonable sums on account of anticipated fees, disbursements, expenses and/or VAT, in which case we will not be obliged to start (or, as the case may be, continue) work until we receive such sums. We shall be entitled to transfer any such sums to our general office account after we have notified you of them. If the amounts that we have invoiced to you at the end of any matter are less than the sums that we are holding on account for you, we shall refund the balance to you; if they are more, you will pay the balance in accordance with the Contract.

Unless otherwise stated by us, no request by us for a payment by you on account will constitute an estimate or fixing of fees or other costs; our total charges in a matter may be greater than any payments on account.

10. INVOICING ARRANGEMENTS

Unless otherwise agreed between us in writing, we reserve the right prior to completion of any matter to which any Services relate to render interim invoices at monthly or other periodic intervals that we regard as appropriate in the circumstances, and/or when we incur or agree to pay disbursements on your behalf, and/or at the end of our financial year.

Even if a third party has agreed to pay all or part of your legal costs and expenses, we will (unless otherwise agreed between us in writing) address our invoices to you, and you will in any event be responsible for paying them.

You may be entitled to object to any of our invoices by making a complaint to the Intellectual Property Regulation Board (“IPREG”)the Legal Complaints Service (“LCS” or the Office for Legal Complaints (“OLC”). Time limits may apply to any such complaint or application.

11. PAYMENT OF INVOICES

Each of our invoices is payable on receipt by you unless otherwise agreed between us in writing. Our policy is not to accept cash from clients unless permitted by us in writing.

We may apply any amount held by us on your behalf on any matter (provided that it is not held for a specific purpose agreed between us in writing) in or towards payment of any sum requested or due from you as regards any other matter, whether on account or in respect of any interim, disbursement-only or final invoice, or interest, or any combination of the foregoing.

In the event that any Engagement Letter is addressed to more than one person, and/or where we agree with your consent to act for one or more additional persons, Liability for the settlement of our fees, disbursements, expenses and VAT shall be shared between those persons on a joint and several basis.

If you do not pay (whether on account or otherwise) any of our fees, disbursements, expenses or VAT in accordance with the Contract we shall be entitled (without prejudice to our other rights) to charge interest on the amount outstanding at the rate allowed under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time.

If arrangements are made for a third party to pay any of our fees, disbursements or expenses invoiced to you, or a court orders a third party to pay any part of such fees or disbursements, you remain liable to pay them to the extent that the third party fails to do so. Payment terms are strictly 30 days from date of invoice.

12. COMMUNICATIONS

You acknowledge that we may (unless otherwise directed by you in writing) communicate with you by the most appropriate means, which may include (amongst other things) fax and/or unencrypted email. In this respect you acknowledge that we have no control over the security or integrity of electronic networks, and that we do not accept Liability for any of the risks involved in electronic communication.

We may, pursuant to statutory requirements or otherwise, monitor and/or record telephone, fax and email communications that are made to or from our offices

13. DOCUMENTS

Unless other agreed between us in writing, we may at any time transfer any documents held by us on your behalf that are in paper format to electronic or other reduced format, and (subject to paragraph 17.2) may destroy the originals.

We may agree to store deeds and other especially valuable documents for you if you so request and, if so, we will not destroy any such documents without your prior consent. We reserve the right to charge you for the costs of such storage.

When a matter has been completed, we shall:

13.1 (subject to any legal constraint from so doing) return to you, at your request, any documents that you have provided to us in connection with it and any other documents to which you are entitled; and

13.2 store any other papers relating to the matter for six years, or for such other period that we reasonably determine, or for such other period as is required by law (whichever is the longest period), after which we reserve the right to destroy or delete them without further reference to you.

14. FEEDBACK AND COMPLAINTS PROCEDURE

We hope that you will be entirely satisfied with the way in which we perform the Services, but, if you are not, please refer your complaint initially to the main contact.

If your main contact is unable to resolve the issue to your satisfaction or you are unwilling to contact them or feel the matter is sufficiently serious please write, with full details of your complaint, to our Company Secretary. The complaint will be investigated and reviewed by an independent member of the company with a view to doing all that is reasonable to resolve any difficulty.

If for any reason the main contact or Company Secretary is unable to resolve your complaint, IPREG, the LCS and the OLC provide or will provide complaints and redress mechanisms, details of which are available from us on request.

15. INTELLECTUAL PROPERTY

Unless otherwise agreed between us in writing, all intellectual property rights throughout the world in all documents and other materials that we create for you in providing any Services will belong exclusively to us.

We grant to you a non-exclusive, non-transferable and non-sub licensable licence to use such documents and materials solely for the matter to which the Service of creating it related, which we may revoke by the service of written notice on you in the event that you fail to comply with any of your obligations under the Contract.

You will indemnify us fully on demand, both during and after the term of the Contract, against all Losses that may at any time be incurred by us as a direct or indirect result of our having issued, on your instructions, threats of intellectual properly infringement that are (or are alleged to be) groundless.

16. OUR LIABILITY TO YOU

This paragraph contains limitations and exclusions of our Liability to you in the event that you have a claim against us, and you should therefore read and consider this paragraph carefully.

For the purposes of the Contract “Liability” means our entire liability (including any liability for the acts or omissions of our partners, employees, consultants, agents and contractors) to you (and to any person (“Specified Person”) who is not our client in relation to the Contract but who we may agree shall be entitled to rely upon or receive any Services in relation to the Contract) in respect of any actions, proceedings, claims, losses, costs, expenses: liabilities and damages (including but not limited to legal fees and to settlement sums paid on Counsel's advice) (together “Losses”) incurred by you or any Specified Person, including any arising from breach of duty to you, breach of the Contract, or any representation, statement or tortious (including negligent) act or omission under or in connection with any Services that we provide; and “Liable” is to be construed accordingly.

Except where expressly set out in the Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Except where expressly set out in the Contract, no person other than Novagraaf IP UK Ltd will have Liability for any Services, and for any act or omission in the course of the actual or attempted provision of any Services, and you therefore agree that any claim of any kind arising out of or in connection with any Services will be brought only against Novagraaf IP UK Ltd and not personally against any of our partners, employees, consultants or any other members of our staff (whether employees or not).

You agree that the aggregate Liability of Novagraaf IP UK Ltd and of all of its partners, employees, consultants, agents and contractors in any circumstances whatsoever in respect of all claims for any Losses arising out of or in connection with the Contract shall not exceed the sum of £1m (one million pounds sterling).

We shall not incur any Liability for:

16.1 any Loss arising from any breach by you of the Contract or any act or omission of any other person or any change in the law or its interpretation that occurs after we have advised thereon:

16.2 any advice or document subject to the laws of any jurisdiction outside England and Wales;

16.3 any advice or opinion given by any third party (whether or not nominated or recommended by us);

16.4 any Loss of actual or anticipated revenue, profits, income, savings, goodwill, reputation, data or business opportunities;

16.5 any type of indirect, special, punitive or consequential Loss;

16.6 any Loss arising from any situation in which we are prevented from or delayed in providing any Services as a direct or indirect result of any cause beyond our reasonable control; or

16.7 any Loss arising from any deferral, suspension or termination of the provision of any Services as permitted by the Contract.

Where you have a number of advisers (including us) advising you on a matter, there is a risk that we will be prejudiced by any limitation or exclusion of liability that you agree with any of those other advisers. This is because such a limitation or exclusion of liability might also operate to limit the amount that we could recover from that other adviser by way of contribution if we were required to pay you more than our proper share of the liability. Accordingly you agree that we will not incur any Liability to you for any amount that we would have been able to recover from that other adviser by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with that other adviser any limitation or exclusion of his or her liability to you, and that in any event you will notify us of any such agreement.

Each limitation and exclusion of our Liability contained in the Contract is to be construed as a separate limitation and exclusion (applying and surviving even if for any reason one or other of the said limitations or exclusions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of the Contract.

Notwithstanding anything in the Contract to the contrary: no limitation or exclusion of our Liability contained in it will operate to exclude or limit any Liability for death or personal injury caused by our negligence or for fraud or reckless disregard of professional obligations or for any other category of Liability that cannot lawfully be excluded or limited.

17. DATA PROTECTION AND CONFIDENTIALITY

You agree to our holding and processing the personal data that you provide to us pursuant to the Contract (“the personal data”) in order to enable us to perform the Services, to administer the Contract and your account with us, to operate our practice in accordance with necessary standards, and to provide you with information about our firm and its services. Where the personal data is that of any of your officers, directors or staff, you agree to ensure that you have all necessary consents to the foregoing.

You acknowledge that we may disclose the personal data to third parties engaged to perform services on your behalf (for example, barristers, foreign lawyers, accountants and trade mark agents), to third parties who perform administrative functions on our behalf, and to third parties that conduct audit or quality checks on our practice Some of the said third parties may be based overseas in countries that do not have equivalent data protection laws to those of the United Kingdom.

You acknowledge that we may place the personal data on our marketing database for the purpose of contacting you by post, telephone, email or otherwise about our services and about events such as seminars and conferences, and to send you briefings and similar material. If you have any objection to any of the personal data being held on our marketing database please inform us that you wish the personal data to be removed from it (e-mail to: info.london@novagraaf.com).

Where information provided by you to us pursuant to the Contract is stated to be confidential or clearly appears to be confidential (together “Confidential Information”), we will, whilst providing the Services, take such steps as are reasonably appropriate in good faith to keep it confidential, unless:-

17.1 you have consented to our disclosing it;

17.2 it enters the public domain without any breach of confidence by us; or

17.3 we are required to disclose it by law or by any authority of competent jurisdiction, in which case we will endeavour (where practicable and unless precluded by law) to notify you of any such event.

17.4 You consent to our disclosing any Confidential Information to any of the third parties referred to in paragraph 21.2 provided only that we are reasonably satisfied that it is bound by obligations of confidentiality similar to those contained in paragraph 21.4.

Unless otherwise agreed between us in writing, the fact that you are or have been a client, and the fact that we are acting for you or have acted for you on any specific matter, will not be deemed to be Confidential Information.

18. THIRD PARTIES

The Services are provided solely and exclusively to you and for your benefit as our client, and no third party may (unless expressly authorised by us in writing) use or rely on any of them or derive any right or benefit from any of them.

Each member, employee and consultant of Novagraaf IP UK Ltd will be entitled, under the Contracts (Rights of Third Parties) Act 1999 (“the 1999 Act), to the benefit of paragraph 16 and of any other provision in the Contract that excludes or limits his or her liability, but the Contract may be varied from time to time or terminated without the consent of any such person. Save as aforesaid, the provisions of the 1999 Act are hereby excluded.

19. EXPIRY AND TERMINATION

Unless agreed between us in writing, each Contract for the provision of Services on any particular matter or case will expire on the conclusion of that matter or case, and each Contract for the provision of Services in general will expire 12 (twelve) months after the last date on which we provide any Service to you; and our acceptance of your instructions subsequent to the expiry of any Contract will give rise to a new Contract.

Prior to the expiry date of any Contract you may terminate the provision of all or any Services under it at any time by giving written notice to us, save that:-

19.1 if we are on the record of a court that we are acting for you in any pending proceedings the consent of the court may be required before we can be removed from that record; and

19.2 where the Consumer Protection (Distance Selling) Regulations 2000 apply to any Services that we have provided to you, you may not cancel the Contract in relation to those Services.

Prior to the expiry of any Contract we may suspend or terminate the provision of all or any of the Services under it and/or any other Contract at any time provided that we have good reason to do so. We will give you notice in writing of any such suspension or termination by us, but in certain circumstances we may not be able to give you the reason for it.

If we suspend or terminate the provision of any Services (or are entitled to do so) we may (without prejudice to our other rights) exercise any lien to which we are entitled over property of yours that we are holding, including but not limited to documents and the credit balance in your client account.

You will pay to us all fees, disbursements, expenses and VAT thereon (a) incurred by us prior to the date of expiry or termination of the Contract, whether or not invoiced by us by that date, and (b) incurred by us after the date of expiry or termination of the Contract for work necessary to comply with any post-Contract obligations such as return or transfer of documents and removal from the record.

Until all outstanding fees are paid, we will retain possession of all materials that would otherwise be returned to you including but not limited to our files.

All of our rights under the Contract will survive the date of its expiry or termination unless they are stated to endure for the term of the Contract only, or the same is implied by the context.

20. CHANGES TO OUR STATUS

We may assign all or any of our rights or obligations under the Contract to any third party (including a limited liability partnership) that carries on business as our successor, in which case you will accept the performance by the assignee of the assigned obligations in substitution for their performance by us.

21. LAW AND JURISDICTION

The Contract is governed by English law. In connection with any dispute between us relating to it, you and we each agree to submit to the exclusive jurisdiction of the English courts, save that we may in our sole and unfettered discretion commence proceedings against you in any other court.