Terms and Conditions
1. Magrez Law SRL (hereinafter, "Magrez Law") is a company providing legal services established under the laws of Belgium with registered office at 7 Leon Frederic Street, 1030 Brussels, Belgium.
2. These terms and conditions (“Terms”) apply to all services provided by Magrez Law (“Service”) to its clients (“Client”). These Terms are available for consultation by the Client on Magrez Law website: https://www.magrez-law.com/terms-and-conditions. BY USING OR REQUESTING ANY MAGREZ LAW SERVICE, THE CLIENT AGREES TO BE BOUND BY THESE TERMS. Magrez Law reserves the right, at any time: (1) to modify or update any of the Terms, said modification or update being effective upon its posting on the Site; and/or (2) to modify or change the Service, or any portion of it, including namely but not exclusively by adding, removing or modifying features and options within the Service. Client’s continued use of the Service shall be considered its acceptance to the revised Terms. SHOULD CLIENT OBJECT TO ANY OF THE TERMS OR ANY SUBSEQUENT MODIFICATIONS, CLIENT’S ONLY RECOURSE IS TO DISCONTINUE THE USE OF THE SERVICE. If any individual enters into these Terms on behalf of a company, organisation or another legal entity ("Entity"), said individual agrees to these Terms for that Entity and represents to Magrez Law that he/she has the authority to legally bind such Entity. When a Client uses the services of Magrez Law, the Client is deemed to know and accept these Terms without reservation. Any terms and conditions of the Client contrary to these Terms shall only be applicable upon the prior, express and written acceptance of Magrez Law. Any extension, amendment or waiver of these Terms must be expressly and previously agreed upon in writing by Magrez Law.
3. Without prejudice to the provisions of Article 4, all tasks are exclusively accepted and performed by Magrez Law. Magrez Law is solely and exclusively responsible for the Services.
4. With or without Client’s prior approval, Magrez Law shall be entitled to use, for the performance of the Service, the services of external lawyers, patent, trademark and IP agents and other non-lawyer third parties (such as bailiffs, technical advisors, etc.) (conjointly “Service Providers”). These Service Providers shall be solely and exclusively responsible for the services they provide. Magrez Law undertakes to choose said Service Providers with care but is in no event liable for any act or omission of these Service Providers. Magrez Law is authorised by the Client to accept on its behalf any liability limitations of these Service Providers.
5. The Client and Magrez Law may terminate the Services at any time without penalty. The Client shall pay the fees for the Services already performed at the time of termination.
6. Magrez Law undertakes to perform its Services within a reasonable time. In any event, Magrez Law will not be held liable for exceeding the time limits due to the Client, third parties, Service Providers or any force majeure events.
7. Confidential Information means all information disclosed by and between the parties which is in tangible form and labelled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information; (e) the existence of the commercial relationship between the Client and Magrez Law. The parties will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party's Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and may only disclose Confidential Information to its employees, agents and representatives who need to know such information in order to perform their respective duties.
8. The views, opinions, writings, agreements, and any content provided by Magrez Law (“Advice”) are protected by intellectual property rights and may only be used with the express prior written consent of Magrez Law. Any Advice given by Magrez Law is for the benefit of the Client and is only issued in respect of the specific matter at stake. Advice provided by Magrez Law shall not be used by third parties. The Client agrees not to disclose Advice to third parties without the prior written consent of Magrez Law. Communication of Advice to any professional adviser of the Client does not create any commitment or liability of Magrez Law towards said professional adviser. Magrez Law only has obligations to the Client and not to third parties unless Magrez Law accepts such liability expressly and in writing.
9. WARRANTY DISCLAIMER
CLIENT AGREES THAT USE OF THE SERVICE IS ENTIRELY AT CLIENT’S OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, MAGREZ LAW DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, MAGREZ LAW DISCLAIMS ANY WARRANTIES FOR THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM MAGREZ LAW WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MAGREZ LAW BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF AFTERSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF CLIENT’S USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT SHALL MAGREZ LAW’S ENTIRE LIABILITY TO CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE PRICE PAID BY THE CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES.
NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE, (II) FRAUD OR (III) ANY OTHER LIABILITY THAT, BY LAW, CANNOT BE LIMITED OR EXCLUDED.
11. THE CLIENT INDEMNIFIES AND HOLDS MAGREZ LAW HARMLESS AGAINST ANY THIRD-PARTY CLAIM ARISING FROM THE CLIENT’S USE OF THE SERVICE.
12. The fees are either (i) fixed fees for specific matters (such as trademark prosecution) or (ii) calculated based on the number of hours worked multiplied by the agreed upon hourly rate. The fixed fees in connection with IP prosecution (trademark and patent) are due on the date of the application or on the date of the final instructions sent to Magrez Law's agent, whichever is sooner. These fixed fees are final in any event including namely but not exclusively if the applicable IP right is not obtained. Magrez Law reserves the right to require payment of a retainer fee before providing any Service. Fees may be charged from the first consultation. General office costs (such as postage, telephone, fax, photocopies, etc.) and bank charges are calculated using a flat-fee by type of expense. All amounts are exclusive of VAT and of any tax, surcharge or similar increase which is to be paid by the Client in accordance with the applicable laws and regulations. Payment terms of Magrez Law invoices are net 30 days. Default interests will be due at a rate determined in accordance with the Belgian Act of 2 August 2002 after 30 days from the invoice date. Any transaction or exchange costs are to be paid by the Client. Any complaint regarding an invoice must be addressed to Magrez Law within 15 days of the invoice date. Otherwise, the invoice will be deemed accepted.
13. If, after the conclusion of the contract or the letter of engagement, unforeseen circumstances arise which make Magrez Law’s performance of the Services more difficult or more expensive, Magrez Law is entitled to adapt its work and related fees to the new situation.
14. The rights and obligations of the parties shall be governed by, and these Terms shall be construed and enforced in accordance with, the Laws of Belgium, excluding its conflict of laws rules to the extent such rules would apply the Law of another jurisdiction. The parties consent to the jurisdiction of the courts of Belgium and agree that venue shall lie exclusively in Brussels.
15. The invalidity of any clause or part of any clause of these Terms and Conditions does not affect the validity of the other provisions.
16. Entire Agreement. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written, and contains the entire understanding of the Parties on the subject matter hereof.