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General Conditions

NR.: 2020/05

From the Bureau for Intellectual Property Sint Maarten, an independent governing body, established in Sint Maarten and having its office at Professional Office Park, Osprey Drive #4 in Philipsburg, legally represented by its Director, Mrs. Vincentia Rosen-Sandiford, hereinafter referred to as: “BIP”;

Article 1 The Duration and ending of contracts and agreements

  1. Any contract or agreement entered into by BIP can be canceled by BIP, regardless of the duration of the contract. BIP will observe a reasonable notice period in these situations, to be determined by BIP.   
  2. In case of a situation that the counterparty does not completely fulfill its obligations, BIP is entitled to terminate the agreement or contract after notice of non-compliance is given to counterparty.  

Article 2 Liability and indemnity

  1. BIP will not be liable for damages caused by any action taken or not taken by BIP, or any party working for or representing BIP, except for damages that are caused by BIP’s, or any party working for or representing BIP due to gross negligence or willful misconduct. This exoneration extends to consequential damages as well.
  2. BIP rejects any and all claim of indemnification provided by BIP for the actions of a counterparty of BIP. BIP does not indemnify any counterparty, unless expressly agreed to in a separate, written agreement to that purpose between parties.

Article 3 Force Majeur

  1. Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said party.
  2. Parties will substantiate their invocation of this article. It is the sole discretion of BIP if this article has been rightfully invoked.  

Article 4 Fees and costs

  1. The fee for the services rendered is payable by BIP after the month that the services have been rendered and upon receiving the invoice for the respective services.
  2. The term of payment for invoices received or sent by BIP is thirty (30) days.
  3. It is the sole responsibility of the counterparty of BIP, at its own costs, to have its business comply with all government laws and regulations, including, but not limited to, obtaining the necessary licenses and paying any and all taxes or other legally obligated fees and/or costs.
  4. Any external costs related to the performance of the counterparty, including, but not limited to, costs for (promotional) materials, events or media, will be paid by BIP once BIP has approved in writing the payment of such costs and has received an invoice for these costs from the third party. BIP may require the counterparty to submit several quotations for these costs for BIP to consider.
  5. In the event this agreement is terminated, for whatsoever reason, before the end of the Term, the counterparty will present BIP the last invoice for the services rendered for the respective month.

Article 5 Privacy

The privacy regulations of BIP are laid down in the Privacy Policy BIP SXM dated May 25th, 2020.

Article 6 Confidentiality

Counterparties from BIP may not inform any third party in any form, directly or indirectly, of any particulars concerning or related to BIP or its organization, including, but not limited to, technical, financial and business information and models, names and addresses of contract parties, (potential) clients or partners, proposed transactions, reports, plans, market prognoses, computer software, databases, data, technical knowledge or other confidential proprietary information concerning BIP or its organization, regardless of whether such information includes any reference to its confidential nature or ownership and regardless of how a counterparty learned of the particulars.

Article 7 Intellectual Property

  1. Any and all intellectual property rights generated by the counterparties of BIP while executing an agreement or contract with BIP, are transferred to BIP immediately.
  2. Any and all intellectual property rights, jointly generated by counterparties of BIP and BIP, while executing an agreement or contract with BIP, are transferred to BIP, the sole owner of that intellectual property right.
  3. If any formalities are needed to transfer the intellectual property rights, the counterparty commits itself unconditionally to cooperate with said transfer, quickly. Costs for the transfer will be for BIP.
  4. Parties can agree beforehand that intellectual property rights remain with the counterparty or will be shared by parties before the intellectual property right is created.
  5. Counterparties of BIP indemnify BIP for claims of third parties regarding intellectual property rights used by the counterparty of BIP, in the execution of an agreement or contract.

Article 8 Amendment of these terms and conditions

Amendments to these terms and conditions can be made only if both parties agree, in writing. If any condition of these terms and conditions should be invalid or unenforceable, the remainder of these terms will not be affected thereby, and each condition of this agreement will be valid and enforced to the fullest extent permitted by law.

Article 9 Governing law

These terms are governed by the laws of Sint Maarten. Any disputes arising from or pertaining to these terms will be brought before the competent court, the Court of First Instance of Sint Maarten.

Signed on May 28th, 2020, Philipsburg

By the Director of the Bureau for Intellectual Property