The International Renewals Group – Terms and Conditions
These terms and conditions (these “Terms”) constitute part of a legally binding agreement between The International Renewals Group (“TIRG”) and the client who has entered into an engagement letter with TIRG, referencing these Terms (“Client”). These Terms, as well as all provisions of the engagement letter entered into are effective as of the earlier of the date hereof, and govern all services provided by TIRG to Client or its affiliates prior to the date hereof.
Onboarding and Services
Client undertakes to provide TIRG with the complete and correct case information in electronic format acceptable to TIRG. TIRG shall inform Client as to the first payment to be made by TIRG (the “Initial Payment”) following such provision of information, and TIRGshall not be responsible for any payments required to be made prior to the date of payment of the Initial Payment. For the purposes of these terms, ‘case information’ shall include Client’s internal data related to its Patents and Patent portfolio, official Patent application and registration numbers (to the extent applicable), publication date, country, applicant or owner, next due date (irrespective of any grace or penalty period that may be applicable under relevant local law), type of intellectual property right, Patent status and any other information requested by TIRG as required for the performance of its services. TIRG shall be responsible for providing services only with respect to those Patents included in the case information provided by Client. To the extent relevant in these Terms, ‘Patents’ shall include patents, designs, utility models, or applications for such intellectual property rights, which are granted by Patent offices to, or owned by or managed by Client, its affiliates or clients of Client, and subject to the services set forth in these Terms.
TIRG agrees to carry out payments of renewal, annuity or maintenance fees for Patents, and all related actions carried out by TIRG, its affiliates and agents (referred to in these terms as ‘services’), and shall provide the services in accordance with Client’s instructions and the Terms set forth herein.
When providing case information, either initially or supplemental case information, Client shall specify the time period for which it chooses to receive invoices and make payments, the period it wishes TIRG invoices to cover (either 30 days or 60 days), and the default setting for each payment (‘pay’ or ‘do not pay’ such fee).
TIRG will provide Client with reminders of upcoming due dates, including an estimate of Renewal Fees and Administrative Fees due for the upcoming time period. If the Client wishes to change the default payment instructions for any payment, it shall provide TIRG with such instructions (either by email or through the online TIRG portal to the extent Client has access to the TIRG portal) as promptly as reasonably possible following the receipt of such reminder, and not later than five days prior to the issuance of an invoice for the relevant time period, as specified by the Client.
Client shall pay the Administrative Fee per renewal, as set forth in the engagement letter entered into with the Client, or as otherwise agreed to in writing by TIRG. Failure to notify TIRG of Client’s desire for payment to be made within the time period specified shall require a late instruction fee of USD 85. If renewal orders are cancelled after the relevant time period, the relevant Administrative fee will be charged, and if TIRG cannot cancel instructions already given, the Client will be responsible for relevant Official Fees and Local Service Fees.
Administrative Fees are fixed, and may be amended by TIRG with not less than six months’ prior notice to Client. The Administrative Fee shall be adjusted based on the actual number of payments made or to be made on behalf of the Client over the course of a calendar year.
Other than Renewal Fees and other payments and costs specifically set forth herein, expenses incurred by TIRG in the course of providing the services shall be charged to Client at cost. Reasonable effort will be made to notify Client of such expenses prior to their being incurred.
Renewal Fees and Administrative Fees shall be deemed to be incurred by TIRG upon issuance of an invoice to Client. Invoices shall be sent in USD unless otherwise agreed to by TIRG in writing. Value added tax and any other relevant tax or duty, to the extent applicable, shall be applied where required. Invoices and notices shall be sent to Client by email. If Client requests to receive invoices and/or notices in other formats or by other means, the cost of such implementation and maintenance shall be borne by the Client. Client shall pay all amounts set forth in each invoice by the date set forth on such invoice, without any deduction or set-off.
TIRG shall not be obligated to make any payment, nor to act in any way on behalf of the Client or in accordance with its instructions if any invoice has not been paid by its relevant due date. Following the due date of any invoice, the amounts set forth thereon shall bear annual interest in the amount of ten percent.
Any sums which may be required to be converted from one currency into another in order to provide the services or invoice Client in accordance with these Terms shall be converted based upon the relevant conversion rate from time to time, which shall be a function of the representative rate on the business day of or prior to the date of invoice or notice. For invoices that will be open for 30 days, such relevant rate shall incorporate a 0.06x sum beyond the representative rate, and for invoices open for 60 days, a sum of 0.09x. By adding these amounts, TIRG can ensure that it does not request additional fees following payment of invoice. In case of an unforeseen currency crash or upsurge between the time of invoice and payment, no additional invoice will be sent, and any relevant fees shall be included in the following invoice.
TIRG shall not disclose any non-public information of the Client to any third party, other than Client’s authorized counsel, representatives, auditors and affiliates. Client shall not disclose any provisions included in these Terms or the engagement letter to any third party.
TIRG shall abide by its obligations as set forth in these Terms, and shall be liable to the Client for all direct damaged in connection with breach of such obligations. TIRG shall not be liable for any damages incurred by Client in connection with any Client’s non-compliance with these Terms or the engagement letter, or any incorrect, unclear, oral, incomplete or late instructions made by or on behalf of the Client.
Other than as specifically set forth herein, in no event shall TIRG or Client be liable to the other for indirect damages, loss of profit or production, or any other consequential, incidental, special, punitive or other indirect damages claimed by the other person, whether such claim arises under contract or tort (including negligence and strict liability) or other legal theory.
The initial term of these Terms shall be two years from the date of the engagement letter, and shall automatically extent for subsequent periods of one year beginning on the anniversary of the initial term if not terminated by either party with 90 days’ written notice. In addition, these Terms may be terminated by Client within 90 days after being informed of an amendment to TIRG’s Administrative Fees. Moreover, TIRG may terminate these Terms at any time, if (i) any amount payable under the provisions of these Terms is not paid within 14 days following the first payment reminder sent by TIRG (without relieving the Client of the obligation to make such payment); (ii) the Client ceases or threatens to cease carrying on its business, or files, threatens to file, or has filed by a third party a petition in bankruptcy.
Upon termination of these Terms, all services provided by TIRG shall cease, and Client’s obligations to pay any outstanding invoices shall survive any such termination.
Client acknowledges and accepts the use of Client’s name and images by TIRG as a reference relating to TIRG’s services.
For the purposes of these Terms, ‘Renewal Fees’ shall include (i) all fees, charges or taxes demanded by Patent offices for the renewal, maintenance or annuity of Patents and their extensions; and (ii) charges payable to local service providers in connection with their efforts related to maintenance actions in a certain jurisdiction, regardless of whether TIRG acts directly or indirectly through local agents before the relevant Patent offices.
Nothing contained herein shall grant any rights to any third party, other than to the Client.
TIRG shall be authorized to act based on instructions of any person authorized by the Client in the engagement letter, by email communication or instructions given through the TIRG portal, including appointment of additional representatives. If Client allows a third party to gain access to its portal, TIRG shall not be responsible for any actions taken by such third party, and shall act based on instructions appearing to be made by the Client.