1.     General provisions

1.1.   “Client”, “you” and “your”, as referred to in these Services Terms and Conditions of Use (hereinafter Terms), shall refer to the Client entity set out on the Order (as defined herein) and its Affiliates (as defined herein), contracting for the Services (as defined herein) as set out in the relevant Order.

1.2.   “We”, “our” and “us”, as referred to in these Terms, shall refer to DueMark dooel (registered as ДУЕМАРК ДООЕЛ Скопје), whose registered office is at Blvd. Jane Sandanski 43/3-5, 1000 Skopje, North Macedonia (hereinafter DueMark).

1.3.   A signatory to the Agreement (as defined herein) shall be a Party.

1.4.   These Terms are the terms and conditions pursuant to which you may purchase Services from us. They are hereby automatically applicable to and incorporated into each and every Agreement concluded between you and us (hereinafter the Parties).

1.5.   Besides being satisfied by the sending of a paper form letter in original, the condition of “written notice”, “written instrument”, “written consent”, “in writing”, “written” used throughout these Terms shall be deemed satisfied by means of sending an electronic mail (email) or facsimile (fax) as well, unless otherwise expressly indicated. A written notice delivered in any of the three above-indicated ways will be deemed to have been received on the day of its delivery.

2.     Definitions

2.1.   “Affiliate” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.

2.2.   “Agreement” means these Terms, your Order (only one per Agreement), our Order Acceptance and other incorporated documents. Together they comprise the Agreement between the Parties.

2.3.   “Agreement Effective Date” means the effective date of an Agreement on which that Agreement comes into force and is legally binding, as set out in that Agreement.

2.4.   “Agreement Effective Period” means the period set forth in an Agreement commencing on the Agreement Effective Date.

2.5.   “Confidential Information” means information of either Party (the Disclosing Party) which is received or accessed by the other Party (the Receiving Party) in connection with the execution of an Agreement, and which is either identified, marked or stated to be confidential at the time of disclosure, or which by its very nature ought reasonably be regarded as confidential including, without being limited to, trade secrets, services, software, pricing and discounts communicated between you and us, trademarks and particulars thereof, documentation, email and other content, methodologies, strategies, deliverables, client data, company data, network data and access thereto, business or operational facts or any other information which is otherwise considered confidential.

2.6.   “Order” means a written order, for the purchase of a specific Service offered by us. In the case of Trademark Renewals as a Service, one Order shall mean the renewal of only one trademark.

2.7.   “Service(s)” means those services offered publicly by us (including, but not limited to, on websites, in email correspondence, special agreement, promotional materials) and which can be purchased by you.

3.     The Order, the Order Acceptance, The Agreement

3.1.   You may place an Order via:

         a)   1-click Order

         b)   standard Order Form

         c)   email

         d)   chat

         e)   fax

3.2.   The Order is effective and has legal effect only if and when we send you our Order Acceptance in writing. As of this moment, a legally binding Agreement with an Agreement Effective Date (as defined herein) between the Parties is concluded, and the Agreement Effective Period (as defined herein) starts to run.

3.3.   When using 1-click Order or the standard Order Form to submit an Order, you will receive an automatic order email confirmation from our system, confirming we received your Order. This email confirmation is not to be confused with the Order Acceptance, which comes later on. 

3.4.   Our Order Acceptance may involve, but is not limited to, a simple email of acceptance. We have full discretion to choose not to accept a particular Order, without giving any specific reasons therefor. An Order Acceptance must come from us explicitly and is not to be presumed. In case we do not respond to your Order, a presumption that we have not accepted your Order applies.

3.5.   These Terms are hereby automatically applicable to and incorporated into each and every such Agreement concluded between you and us.

3.6.   Each Order, including any and all documents expressly incorporated by reference therein, together with the Order Acceptance and these Terms forms a single Agreement between the Parties.

3.7.   One such Agreement is contractually binding for both Parties.

3.8.   Should you send more than one Order at once, we will send you only one Order Acceptance, in case we accept all your Orders. However, in this case, a legal fiction will come into place, whereby our one Order Acceptance will be seen as giving effect to multiple Agreements, for each and every Order separately. The number of Agreements shall always be the same as the number of Orders.

3.9.   In case of conflict between these Terms, the applicable Order, the Order Acceptance and other incorporated documents (together comprising the Agreement), the conflict shall be resolved with the following order of precedence:

         a)   these Terms;

         b)   the applicable Order;

         c)   the Order Acceptance;

         d)   any other document referred to in the Agreement.

4.     Change of Agreement

4.1.   An Agreement may be modified with a written notice by either Party. For the modification to come into force and be legally binding, the other Party must give its written consent thereto.

4.2.   The modification, as agreed between the Parties, becomes an integral part of the initial Agreement, unless it is of such nature that it represents a completely new Agreement, in which case the initial Agreement becomes null and void.

5.     Renewal of Agreement

5.1.   For Trademark Renewals as a Service, and due to the nature of the Service, a renewal of an existing Agreement shall not be possible. Instead, should you again order the same Service in the same jurisdiction, for the same trademark and in the same class(es), a brand new Agreement between you and us shall be concluded.

5.2.   For IPcheck, and due to the nature of the Service, an existing Agreement can be renewed.

6.     Fees

6.1.   You shall pay us Fees as consideration for the provision of our Services.

6.2.   The Fees can be derived from:

         a)   our publicly available price lists, where applicable;

         b)   our Trademark Renewals Subscription Plans, where applicable;

         c)   our IPcheck Subscription Plans, where applicable;

         d)   a quotation or cost estimate (hereinafter Quote) sent by us, where applicable;

         e)   specially agreed fees between you and us, where applicable (see Section 19 below – Discounts).

6.3.   We guarantee that our Fees for a particular Agreement will remain unchanged for three (3) months starting from the day we send you our Order Acceptance or the day it is presumed, even if our actual costs increase (mostly involving, but not limited to, an increase in trademark renewal official fees). Said guarantee shall not apply after the expiry of the aforementioned three (3) month period, and in case the Agreement is still active i.e. the Agreement Effective Period is still running and action is required on our end. Said guarantee shall also not apply in cases of subsequent modifications to the initial Agreement for which the initial invoice was issued and delivered, and follow-up invoices may be issued and delivered for any and all such modifications.

7.     Quote

7.1.   We shall send you a Quote in writing upon your explicit request in writing or by calling us. Further, we shall also send you a Quote for any modifications to the initial Agreement involving additional costs not already published by us or agreed to between you and us.

7.2.   Your Quote request is not an Order, our Quote is not an Order Acceptance, and these shall not be deemed as such. Only your explicit and written acceptance of our Quote will be deemed either:

         a)   an Order, and have the effects described herein, or

         b)   a modification to an existing Agreement requiring follow-up invoice(s).

7.3.   We guarantee that our Quote will remain valid and unchanged for three (3) months starting from the day we send it to you in writing. Said guarantee shall not apply after the expiry of the aforementioned three (3) month period, in case our Quote is still pending acceptance.

8.     Invoicing

8.1.   You shall pay our Fees by receiving an invoice from us.

8.2.   We may issue one invoice per Agreement or for multiple Agreements, in agreement with you.

8.3.   The invoice is issued and delivered in writing either:

         a)   within 12 hours after receiving your Order, or

         b)   upon your explicit request and mutual agreement in writing, we may issue and deliver our invoices all at once or bundle them all in one single invoice, sent to you at mutually agreed-upon intervals

8.4.   You shall transfer to us the amount we are owed within thirty (30) days starting from the day we deliver you our invoice.

8.5.   If any amount payable by you is not paid by the due date, we will send you a reminder in writing requesting that such payment be promptly made, and giving you additional thirty (30) days from the day we send you the reminder, to pay. If the amount is still not paid or is only partially paid by you by the expiry of this additional period, then (without prejudice to our other rights and remedies) we reserve the right to suspend the provision of any or all of our Services to you and to charge interest on the overdue amount calculated from the due date to the date of actual payment (both before and after any judgment) at the lesser rate of 1% per month, or at the maximum rate permitted by law. Additionally, you shall be liable for any and all costs we incur in the collection of any overdue amounts and accrued interest, including attorneys’ fees and court costs, which you shall pay upon request. Notwithstanding the above, you agree to pay the undisputed portion of such amount to us promptly.

9.     Offsetting

9.1.   You and us shall both be entitled to offset each other’s payment claims.

9.2.   The above shall not apply if the payment claim is disputed and not declared final and binding.

10.     Taxes

10.1.   All our Fees are exclusive of sales, value added, import, excise and any other applicable tax, duties or other charges on the Services we provide under these Terms.

10.2.   You shall pay our Fees without any withholding or deduction of any withholding tax or other tax or mandatory payment to government agencies. If your country of residence requires you to withhold any taxes on payments made to us under an Agreement(s), the sum payable by you upon which such withholding or deduction is based shall be increased to the extent necessary to ensure that, after such withholding or deduction, we receive and retain, free from liability for such withholding or deduction, a net amount equal to the amount we would have received and retained in the absence of such required withholding or deduction. Each Party hereby agrees to cooperate in any contest, legal or administrative proceeding related to the validity, payment or amount of any withholding tax.

11.     Data warranty

11.1.   You warrant, to the best of your knowledge, that any and all data you provide us with for the purposes of performing an Agreement or multiple Agreements is correct, accurate, complete, conclusive and not misleading.

11.2.   You are responsible for communicating or handing over all necessary data to us correctly, clearly, entirely and in time, to the best of your knowledge.

11.3.   We are not obliged to double-check the correctness, accuracy, completeness, conclusiveness and clarity of the received data, but may decide to do so for the purpose of providing great customer service. Said decision lies solely in our own discretion.

12.     Expiry and Termination of Agreement

12.1.   Each and every Agreement shall come into effect on its Agreement Effective Date and shall continue to be in force until:

         a)   the expiry of the Agreement Effective Period, which is the case only when both Parties have completely performed all their obligations under the Agreement (this is without prejudice to any and all rights and remedies both Parties may have and which may be exercised even after said expiry); or

         b)   the Agreement is terminated by one or both of the Parties.

12.2.   Either Party may, without prejudice to its other rights or remedies, terminate an Agreement with immediate effect by giving a written notice to the other Party, in the event of:

         a)   any material breach of the Agreement by the other Party which is not remedied within thirty (30) days after informing the Party in default with a written notice specifying the nature of the breach and requiring that the same be remedied. This includes, without being limited to, non-payment of our invoice by you for thirty (30) days starting from the day we send you our payment reminder that payment is outstanding; or

         b)   the other Party becoming insolvent, entering into liquidation, having an administrator appointed over the whole or any part of its assets, and/or suffering anything similar as a consequence of its debt(s), or since in one’s reasonable opinion there is an objective lack of creditworthiness of the other Party and its assets deteriorate to such an extent that the payment claim(s) is seriously in danger;

         c)   a Force Majeure Event as per Section 20 below – Force Majeure.

12.3.   Either Party may also terminate an Agreement with immediate effect for any reason by giving a written notice to the other Party, without being obliged to give reasons therefor.

12.4.   In case you terminate the Agreement for any reason whatsoever, this will be deemed a cancellation of your Order, for which no cancellation fees will be charged. You shall, however, pay all Fees due to us under the Agreement that have not been paid as of the termination date, regardless of whether they were already invoiced by us or not, in all cases where we have already fully or partially performed our obligations under the Agreement for which we are owed the Fees. We will nonetheless make every reasonable effort to mitigate your costs as much as possible in all such cases.

12.5.   Upon termination of an Agreement by either Party either due to the reasons as set forth under provision 12.2. above or for any reason whatsoever:

         a)   both Parties shall destroy any Confidential Information received under the   Agreement; and

         b)   any accrued rights or liabilities of either Party or any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination shall not be affected.

12.6.   One written notice can be used to terminate multiple Agreements.

13.     Limitation of Liability

13.1.   Other than our liability arising under the confidential information clause (which liability shall remain uncapped), and subject to the other provisions as set out in this limitation of liability clause, at no time shall our cumulative liability for any and all claims arising out of, related to, or in connection with an Agreement, in any way, under any theory of liability, including, without being limited to, claims of contract, tort (including negligence) and strict liability, and including where we are in repudiatory breach, exceed the total amount of all Fees paid and payable by you to us under the Agreement giving rise to the claim, regardless of the duration of the Agreement Effective Period.

13.2.   Neither Party shall under any circumstances be liable to the other under any theory of liability, including, without being limited to, in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise, including where we are in repudiatory breach, for any and all of the following losses and/or damages, whether direct, special, incidental, indirect, punitive, exemplary or consequential, arising out of, related to, or in connection with an Agreement, and even if such losses and/or damages were foreseen, foreseeable or known, or the breaching Party was informed of the possibility of them in advance:

         a)   Economic loss;

         b)   Loss of actual or anticipated profits;

         c)   Loss of use;

         d)   Loss of business;

         e)   Loss of business revenue;

         f)   Loss of anticipated savings;

         g)   Loss of, damage to or corruption of data;

         h)   Loss of opportunity;

         i)   Loss of goodwill;

         j)   Cost of cover;

         k)   Punitive damages;

         l)   Losses suffered by third parties, regardless of whether such loss is direct, special, incidental, indirect, punitive, exemplary or consequential; or

         m)   Any special, incidental, indirect, punitive, exemplary or consequential losses and/or damages howsoever caused.

13.3.   We shall bear no responsibility for problems with general telecommunications failures, general internet problems and other problems outside of our control and/or problems covered by the force majeure clause.

13.4.   Without prejudice to the other provisions in this clause, we shall not be liable for losses and/or damages arising out of, related to, or in connection with our use of data provided by you to us for the purposes of performing our obligations under an Agreement, insofar as said data was sent to and communicated to us incorrectly, and/or inaccurately, and/or incompletely, and/or inconclusively and/or in a misleading manner.

14.     Confidential Information

14.1.   The Party receiving Confidential Information (the Receiving Party) from the other Party (the Disclosing Party) shall protect, treat as confidential and keep secret all Confidential Information received or accessed from the Disclosing Party, including all copies thereof in the Receiving Party’s possession or control, and shall do so with at least the same degree of care the Receiving Party uses to protect its own Confidential Information of similar value, but no less than a reasonable degree of care.

14.2.   The Receiving Party shall use such Confidential Information solely for the purpose of performing its obligations and exercising its rights under an Agreement.

14.3.   The Receiving Party shall not without the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any person except to the Receiving Party’s and its Affiliates’ employees, partners, third party advisors, subcontractors, and then only on a need-to-know basis. The Receiving Party shall further ensure that any person to which it discloses any Confidential Information complies with the confidentiality requirements of an Agreement and are thus bound by the material requirements of this Confidential Information clause or a pre-existing confidentiality agreement concluded between you and us with comparable terms.

14.4.   The Receiving Party shall promptly inform the Disclosing Party in case it becomes aware of any breach of confidence by any recipient of the Confidential Information and shall give the Disclosing Party all reasonable assistance at the Disclosing Party’s own expense in connection with any proceedings which the Disclosing Party may institute against such recipient for breach of confidence.

14.5.   The following information shall not be considered as Confidential Information:

         a)   information which is at the time of disclosure, or subsequently becomes, generally known to the public other than by breach of these Terms;

         b)   information which was already in the possession of the Receiving Party at the time of such disclosure, without a confidentiality obligation;

         c)   information which is obtained from a third party under no obligation of confidentiality to the Disclosing Party, the Receiving Party having received the information on a non-confidential basis from the third party having the right to impart such information;

         d)   information which is independently developed by the Receiving Party.

14.6.   In the event that the Receiving Party is required by law or by an order of a court, governmental agency, or arbitral tribunal of competent jurisdiction, to disclose any part of the Confidential Information to any third party, or that the disclosure of any part of the Confidential Information is needed in connection with the prosecution or defense of a claim under an Agreement, the Receiving Party shall provide the Disclosing Party  with a reasonable advance notice of the disclosure and, to the extent possible, comply with any reasonable instructions of the Disclosing Party as to such disclosure, and shall take reasonable and lawful actions requested by the Disclosing Party, and shall cooperate with the Disclosing Party to avoid and/or minimize the extent of such disclosure.

14.7.   Upon your request in writing, you and us can conclude an additional confidentiality agreement which further complements the above provisions in more detail, and applies to either all or part of the Agreements between you and us. Said confidentiality agreement shall be made in writing and signed by both Parties.

14.8.   The obligations of confidentiality arising out of this Confidential Information clause and any additionally concluded confidentiality agreement shall remain in full force and effect notwithstanding the expiry or termination of an Agreement.

15.     Privacy and data protection

15.1.   Both you and us shall, at all times, comply with our respective obligations under all applicable privacy and data protection laws and regulations.

15.2.   We shall in providing our Services, comply at all times with our Privacy Policy, publicly available on our website.

15.3.   The terms of our Privacy Policy, are herewith a part of and incorporated by reference into, these Terms.

16.     Waiver of author’s rights

16.1.   We hereby waive any moral or author’s rights we may have in any material we provide you with.

17.     Trademarks Renewal Service

17.1.   We shall receive your Order no later than fifteen (15) working days before the trademark’s renewal due date. Should we receive your Order after the aforementioned date, we shall have the sole discretion to charge you any applicable additional costs for filing the trademark renewal within the trademark’s grace period. We shall notify you of such additional costs when sending you our Order Acceptance or when issuing and delivering our invoice to you at the latest.

17.2.   As a rule, we will not exercise our discretion under provision 17.1. above, unless the circumstances clearly suggest that filing the trademark renewal before the trademark’s renewal due date cannot reasonably be expected, or unless we nevertheless actually tried in good faith and for the purpose of providing great customer service to file on time, but this was not successful.

17.3.   We shall receive any documents we require from you in order to file the trademark renewal no later than ten (10) working days before the trademark’s due date. Should we receive your documents after the aforementioned date, we shall have the sole discretion to charge you any applicable additional costs for filing the trademark renewal within the trademark’s grace period. We shall notify you of such additional costs in advance and before issuing and delivering our invoice covering all costs, including these additional costs (where we have not yet invoiced you for the Agreement) or our follow-up invoice covering these additional costs only (where we have already invoiced you for the Agreement), and subject to your confirmation of such additional costs, we shall issue and deliver our invoice or follow-up invoice, as the case may be.

17.4.   As a rule, we will not exercise our discretion under provision 17.3. above, unless the circumstances clearly suggest that filing the trademark renewal before the trademark’s renewal due date cannot reasonably be expected, or unless we nevertheless actually tried in good faith and for the purpose of providing great customer service to file on time, but this was not successful.

18.     IPcheck as a Service

18.1.   You are not allowed to have more users using IPcheck from multiple devices at the same time than what the subscription plan you purchased allows.

18.2.   Any such breach of these Terms can result in termination of the Agreement from our side as per provision 12.2. – a) above, and any Fees you already paid will not be reimbursed to you for the remaining time of the plan when you are not using this Service anymore.

19.     Discounts

19.1.   We have the sole discretion to give special discounts to clients.

19.2.   The particulars for these discounts shall be discussed on a case-by-case basis, the discussion being initiated either by you or by us.

19.3.   A yearly evaluation will be carried out by us as to whether a client who was given special discounts still meets our internal criteria for receiving such discounts.

20.     Force Majeure

20.1.   If any Party to an Agreement is prevented from, or delayed in, performing any of its obligations under an Agreement by a Force Majeure Event, then that Party shall be excused from performance of, and not be liable for any delay or failure to perform under the Agreement for so long as the Force Majeure Event continues and to the extent that that Party is so delayed or prevented. If such non-performance or delay continues for longer than forty-five (45) consecutive days, either Party shall be able to terminate the Agreement with immediate effect.

21.     Non-Solicitation

21.1.   Neither Party shall, during the Agreement Effective Period and for a period of one (1) year thereafter, solicit, make any offer to hire, hire, or enter into any employment, consulting, or other arrangement with, any person who was an employee of the other Party during that Agreement Effective Period and who performed work under said Agreement, without the prior written consent of the other Party.

22.     Governing law and venue

22.1.   All matters, including inter alia any dispute, non-contractual obligation, contractual and other claims, arising out of, related to, or in connection with any and all Agreements concluded between you and us, our Services, and any other legal relationship between you and us, shall be governed by and construed in accordance with the law of the Republic of North Macedonia, and you and us submit to the exclusive jurisdiction of the courts of North Macedonia.

23.     Compliance with laws

23.1.   You and us shall both, at our own expense, comply with all applicable laws and regulations, including, without being limited to, export laws and regulations.

23.2.   You and us shall fully comply with all applicable export laws and regulations of any and all relevant jurisdictions, assuring that the content, methodologies, documentation, deliverables, and any direct product thereof are not exported or accessed, directly or indirectly, in violation of said export laws, or used for any purpose prohibited by them, including, without being limited to, nuclear, chemical, or biological weapons proliferation.

24.     Official language

24.1.   All reports, invoices and oral and written communications between you and us shall be in one of our three official working languages: English, German and Serbo-Croatian.

24.2.   It is in your sole discretion to choose the working language of an Agreement.

25.     Severability

25.1.   Should any or more provisions of these Terms be held by a competent authority to be invalid, illegal, void or unenforceable, the enforceability of any other provision of these Terms shall not be affected and the remaining provisions shall remain in full force and effect, the Terms being construed in all respect as if such offending provision or provisions were omitted.

26.     Assignment

26.1.   Neither Party to an Agreement may assign or transfer, or purport to assign or transfer, any of its rights or obligations under the Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.

26.2.   Notwithstanding the above, either Party may, without needing to obtain prior consent from the other Party, assign, transfer and/or subcontract the whole or any part of an Agreement to an Affiliate or successor to all or substantially all of the stock or other equity interests, or all or substantially all of the business and assets, whether by merger, asset sales, stock sales, operation of law, internal consolidation, internal corporate restructuring or any other similar means, provided that such Affiliate or successor agrees to be bound by the terms of the Agreement.

27.     Marketing

27.1.   You agree to negotiate in good faith to permit us a right to reference you, including your name, quotes, photos, illustrations or logos from you, for advertising and marketing purposes, including inter alia reference on our website and in our marketing materials, press releases, internet and social media posts as well as other electronic or printed publications produced in the ordinary course of business.

28.     Waiver and/or amendments to these Terms

28.1.   Upon your special request made in writing, we may accept waiving and/or amending certain provisions of these Terms.

28.2.   Said waiver and/or amendments shall be possible against any provision of these Terms.

28.3.   Said waiver and/or amendments may apply to either all Agreements concluded between you and us or to particular Agreements only.

28.4.   We shall consent to said waiver and/or amendments only under exceptional circumstances and having regard to the particulars of the client in question.

28.5.   Any such waiver and/or amendments shall be concluded in the form of an agreement made in writing and signed by both you and us.