Terms and conditions

1. The assignment

These standard assignment terms and conditions shall apply to all assignments involving Bryn Aarflot AS and you as the client (hereafter the client).

All assignments shall be ordered by the client in writing and shall take contractual effect when confirmed by Bryn Aarflot.

If, after reviewing these terms and conditions, the client wishes to cancel the assignment, including if the client does not accept the specified terms and conditions, the client shall give immediate notice in writing. The assignment shall then be terminated and fees accumulated up to termination of the assignment shall be invoiced.

If a written agreement is concluded to expand or amend the assignment at a later date, the expanded assignment shall be performed without further confirmation. Bryn Aarflot ‘s assignment as an agent in trademark, patent, design and other intellectual property matters shall be continuous.

Once an exclusive right has been established through registration or an application has been submitted, the agent assignment shall encompass notice of renewal and other events, including but not limited to approval requests, third-party claims, third-party notices, etc.

The assignment shall not cover tax issues unless specifically stated in writing.

2. Performance of the assignment Bryn Aarflot (BAA)

Bryn Aarflot BAA provides technical and legal assistance at all levels to national and international clients. Bryn Aarflot is subject to a duty of confidentiality in respect of information it receives in cases. All Bryn Aarflot staff have signed written confidentiality declarations.

BAA may, when appropriate for the performance of the assignment, engage subcontractors and share necessary client information with them. BAA shall take reasonable steps to maintain the same level of confidentiality as applied internally, but subcontractors shall also have the right and duty to act in accordance with rules and regulations issued by relevant laws, registries or supervisory authorities.

3. Matters within the client’s knowledge

The proper performance of the assignment is conditional upon the client passing on all relevant information and providing all relevant documentation in connection with the assignment.

The client shall be obliged to notify changes of name and address. All notifications from Bryn Aarflot will be sent to the client’s last specified address. Bryn Aarflot accepts no liability for losses of rights resulting from Bryn Aarflot not receiving instructions from the client because Bryn Aarflot does not have the correct address and contact information for the client.

The client shall be responsible for complying with deadlines notified by Bryn Aarflot, and Bryn Aarflot accepts no liability for losses of rights resulting from Bryn Aarflot not receiving instructions before the expiry of a deadline.

The client is obliged to comply with BAA’s Code of Conduct, in accordance with applicable laws and regulations on anti-money laundering and counter-terrorist financing. BAA reserves the right to suspend or terminate services without notice if there are reasonable grounds to suspect a breach of such rules, and to disclose information to relevant authorities where required by law.

4. Liability for case outcome

Bryn Aarflot accepts no legal liability for the achievement of the desired outcome in the case.

In connection with any court case, the client may risk being ordered to cover the opponent’s legal costs and to pay court fees, in addition to its own costs. The client shall bear all liability in this regard.

If a court decision awards legal costs to the client, but the amount is less than the fee Bryn Aarflot has claimed/will claim from the client, the client shall be liable to BAA for the difference.

5. Limitation of liability

(a) Except for in cases where it has been established by legally binding decision or settlement or written acknowledgment from Bryn Aarflot that Bryn Aarflot has acted willfully, Bryn Aarflot’s liability in connection with the assignment shall be limited to an amount equivalent to NOK 40 million.

(b) Bryn Aarflot is not responsible for any losses resulting from loss of use, contracts, data, goodwill, income or profits, consequential damages, special, indirect, incidental or punitive damages, compensation or expenses incurred in connection with the agreement.

(c) The limitation of liability mentioned in point (a) applies to the sum of all claims made in connection with the assignment, regardless of whether the claims are made at the same time or at different times.

(d) BAA is not liable for any loss, damage or consequences caused by subcontractors or third parties beyond what BAA itself may claim or recover from such subcontractors or third parties.

6. Prices

Bryn Aarflot’s fees shall not be conditional upon the outcome of the case, and shall be paid regardless of the result in the case or whether the case is ended.

Bryn Aarflot’s fees shall normally be calculated based on the time Bryn Aarflot has spent on the assignment and in accordance with the hourly rates applicable at any given time. Hourly rates shall be sent to the client upon request. Bryn Aarflot reserves the right to amend its hourly rates, including with effect for assignments on which work has already begun. When calculating its fee, Bryn Aarflot may also take account of the complexity and intensity of the assignment, previously performed specialist work, the sums involved, the result achieved and whether the assignment can be characterised as urgent. A fee estimate is only intended to be indicative for budgeting purposes, and shall not be deemed a fixed price unless agreed in writing.

In certain cases, Bryn Aarflot may issue invoices for its services based on fixed fees in accordance with the price list applicable at any given time. In cases where a fixed fee is quoted, Bryn Aarflot’s work shall be invoiced accordingly. Assistance additional to the work covered by the fixed-fee invoice shall be invoiced based on the number of hours spent and any expenses and disbursements incurred.

For multi-year services, including but not limited to domain name and monitoring services, BAA may adjust prices annually in line with the relevant price index without obtaining specific consent from the client.

7. Invoicing and payment

Unless otherwise agreed, the assignment shall be invoiced in accordance with time spent, including on preparations, meetings, supplementary work and travel time where relevant.

Bryn Aarflot shall be entitled to invoice accrued fees and any disbursements on an ongoing basis. Bryn Aarflot reserves the right to invoice in advance, or to claim pre-payment or payment in cash.

Unless otherwise agreed, payment of any invoice issued by Bryn Aarflot is due within 14 days of its issue date.

In the event of late payment, penalty interest shall accrue and be calculated pursuant to the Interest on Overdue Payments Act of 17 December 1976 No. 100.

8. Expenses and disbursements

In the performance of the assignment, Bryn Aarflot shall be entitled to incur, on behalf of the client, all necessary expenses and disbursements unless instructed otherwise. Bryn Aarflot shall not charge any mark-up or supplement when invoicing expenses and disbursements, with the exception of payable value added tax and a currency risk of 9 % where disbursements in foreign currency have been advanced by Bryn Aarflot.

If Bryn Aarflot engages consultants, experts, foreign lawyers/advisers or other third parties on behalf of the client, it shall do so as the client’s representative, and the client shall be liable for the third party’s fees, other costs and any fees or charges. This shall apply irrespective of whether the third party’s fees and expenses are invoiced directly or via Bryn Aarflot.

9. Communications

Bryn Aarflot communicates with the client’s staff, partners or advisers as considered appropriate in each individual case. Bryn Aarflot shall be notified if the case is subject to particular confidentiality or only specified persons are authorised to discuss the matter or to communicate with Bryn Aarflot. Bryn Aarflot seeks to communicate with its clients in an effective manner, including by email where appropriate. However, email correspondence is not considered a secure form of communication, although Bryn Aarflot has strong security tools in place to minimise the risk inherent in electronic communications. If the client does not wish to use email, or if such communications must be encrypted, Bryn Aarflot shall be explicitly notified in each individual case.

10. Conflicts of interest

In the course of its assignments, Bryn Aarflot often works on innovations. Handling clients’ business secrets correctly is thus a fundamental prerequisite for Bryn Aarflot’s operations. To be able to perform assignments as effectively as possible, Bryn Aarflot must have broad experience of different technical and legal matters, in all sectors. This gives Bryn Aarflot technical, legal and commercial expertise that benefits its clients. Accordingly, Bryn Aarflot will work on assignments for several different clients in the same sector or technical area. In Bryn Aarflot’s experience, conflicts of interest are rare. Bryn Aarflot has introduced procedures for dealing with the small number of cases where a conflict may arise.

11. Special provisions

If Bryn Aarflot’s assignment does not explicitly include investigations of previously established rights, prior art or designs, such investigations shall not be undertaken when assisting with the establishment of industrial rights such as patents, domains, trademarks and design rights.

If the client ceases to make payments due to payment difficulties, Bryn Aarflot shall be entitled to terminate the assignment/agent relationship unilaterally.

12. Artificial intelligence

In the course of our work, Bryn Aarflot AS reserves the right to utilize artificial intelligence (AI). This includes using client information as part of prompts in our proprietary, closed AI systems. A “prompt” is a text, question or instruction that is used to initiate a response or action from AI. It is important to note that the AI systems we use will not employ client data as training data. We commit to handling all client information with the utmost confidentiality and in accordance with applicable data protection regulations. The use of AI in our work is always aimed at enhancing the quality and efficiency of the services we provide, while ensuring the integrity and confidentiality of all information processed.

13. Digital IP Services (including domain name and monitoring services)

(a) Subcontractors and data sharing. To deliver digital IP services, BAA reserves the right to engage subcontractors (e.g., registrars and technical providers) and share necessary client information with them.

(b) Technical changes and downtime.
BAA is not liable for interruptions, downtime or loss of services resulting from technical changes or maintenance carried out at the client’s request, or due to circumstances beyond BAA’s control.

·keeping all registrant information accurate, complete, and up to date, and informing BAA of any changes without delay
·ensuring that registrations and renewals comply with applicable rules and policies of the relevant top-level domain (TLD) registry
·appointing authorised contacts and ensuring such contacts have the necessary authority.

(d) Misuse and undesirable activity.
BAA may, at any time, refuse, suspend, or delete a domain registration, or terminate a service if we determine that the domain or service is being used for illegal, unethical, or otherwise undesirable activities, including but not limited to spam, phishing, fraud, human rights violations, or similar conduct. This also applies in cases of non-compliance with applicable registry/TLD rules or where client-provided information is inaccurate or misleading.

BAA may also terminate our services at any time with 30 days’ notice if, in our sole discretion, the business activities conducted are of a nature with which we do not wish to be associated.

(e) Termination and renewal
For domain and monitoring services, BAA may renew the relevant domains and/or services for a new term if the client is enrolled in automatic renewal, unless written notice of termination is received no later than 30 days prior to the renewal date.

Where the parties have agreed on annual renewal instructions, such written instructions must be received within the same deadline. If no instructions are received, BAA may, without liability, either allow the domain or service to lapse or, at its discretion, renew for a new term and invoice the full fee.

A minimum written notice period of 30 days prior to the renewal date always applies. No refunds will be provided for prepaid renewals. Failure to make payment or provide written confirmation of renewal within the deadline entitles BAA to allow the service to lapse without liability.

BAA shall not be liable for any expiry, lapse, loss, costs, or claims resulting from late or missing termination, late or missing renewal instructions, or non-payment.

(f) Transfers and expiry.
The client is solely responsible for ensuring that a domain registration does not expire during the transfer to or from BAA. BAA shall not be held liable for any failure to pay renewal fees during the transfer period.

(g) Third-party infringements and unauthorised use.
BAA shall not be liable for any infringements of intellectual property rights or for any unauthorized use of the client’s domains managed by BAA on the client’s behalf.

(h) Alternative dispute resolution (ADR) and UDRP.
The client agrees to comply with the dispute resolution policies applicable to each relevant registry and/or the Uniform Domain Name Dispute Resolution Policy (UDRP), see e.g. icann.org.

(i) Local Presence Services.
At the client’s request, BAA may provide local presence services to maintain a domain registration. Responsibility for compliance with the registration agreement and applicable registry rules remains with the client. BAA may withdraw such services where the client is in breach of registry rules or these terms.

14. Force majeure

BAA shall not be liable for any failure or delay in performance due to causes beyond BAA’s reasonable control, including but not limited to natural disasters, fire, flood, war, riots, strikes, lockouts, governmental orders, pandemics, operational stoppages or delays at subcontractors, loss of electricity or data communications, cyberattacks, or other events of a similar nature.

15. Governing law, jurisdiction and language

This agreement is governed by Norwegian law. The agreed venue shall be Oslo District Court. In the event of discrepancies between the Norwegian and English versions of these terms, the Norwegian version shall prevail.