General Conditions of Services

Article 1 - Purpose

These General Conditions of Provision of Services, hereinafter, the "GCS", have been drawn up in application of article L. 441-6 of the Commercial Code.

Their objective is to govern the relations between the Individual Entrepreneur, Deborah FAGE, practicing as French Patent & Trademark Attorneys, under the commercial name KIIP, registered with INSEE under the number SIRET 920 366 374 00014, whose head office is located at 22 avenue de la Mission Marchand 94350 Villiers-sur-Marne, France, hereinafter referred to as the "Service Provider", and its clients, hereinafter referred to as the "Client" in the context of the services it offers, to namely: advisory, assistance and representation services with a view to obtaining, maintaining, exploiting, defending or promoting industrial property rights, ancillary rights and rights relating to all related issues. These services include legal consultations and the drafting of documents under private signature (hereinafter the "Services" or the "Service").

These GCS are similar to general conditions of sale and are to be considered both as general conditions of advice, or general conditions of provision of services.

No document, special clause, purchasing conditions can prevail over these GCS in the absence of express and written acceptance from the Service Provider, which will therefore be unenforceable against the Service Provider, regardless of the time when they were brought to its attention.

The fact that the Service Provider does not take advantage of these General Conditions of Sale at a given time cannot be interpreted as a waiver of the right to take advantage of them at a later date.

The Service Provider reserves the right to proceed at any time and without notice to any modification hereof made necessary, for example to comply with legal, regulatory or ethical provisions relating to the organization of the exercise of the profession of French Patent & Trademark Attorneys.

Article 2 - Ethical Framework and Practice

The Service Provider, as French Patent & Trademark Attorneys, is required to strictly comply with the legal and regulatory provisions of articles L422-1 to L423-2 and R422-1 to R423-2 of the Intellectual Property Code and the provisions of the Internal Regulations of the French Patent & Trademark Attorneys Institute (Compagnie Nationale des Conseils en Propriété Industrielle - CNCPI).

Before agreeing to carry out any service whatsoever for a new client or a new business, the Service Provider verifies the absence of conflict of interest regarding the matter entrusted or the intervention to be carried out, in application of the provisions of the Internal Regulations of the CNCPI (Rules 12.1 and 12.2). Depending on the case, the Service Provider may be required either to decline a new business or a new client or to withdraw from a current business, or to act as an amicable composer, if this option is possible in agreement with both parties.

Article 3 - Mandate and Representation with Offices

The Service Provider carries out certain Services within the framework of a representation mandate given by clients to intellectual property offices. This mandate may be tacit or express. Its scope depends on the specific case and any mandate relating to the filing of an application relating to obtaining an industrial property right also extends to the payment of the related fees and to the official examination procedure until the issuance or registration of the title.

The Service Provider usually represents its Clients before the INPI, WIPO, EUIPO offices, as well as certain national offices and generally uses foreign agents for the effective representation of Clients' proceedings before foreign local offices. In the latter case, the Service Provider carefully selects the agents to whom it entrusts missions. The Service Provider cannot be held liable in the event of failure of its foreign agents.

Before certain offices, the Client must sign a power of attorney for the benefit of the Service Provider, and/or for the benefit of a foreign agent representing the Client before a foreign office. For the INPI, WIPO and EUIPO a signed power of attorney is generally not necessary.

Article 4 - Customer Obligations

The Client undertakes to communicate precisely to the Service Provider the identification of the client entity in its components, in particular: principal, rights holder, invoiced entity, these components being combined or distinct depending on the case.

The Client undertakes to make available to the Service Provider all the documents and information necessary for the execution of its missions and the expected Services. The documents and information provided by the Client must be complete, accurate and truthful.

The necessary information and instructions must be provided to the Service Provider before the expiration of the prescribed period within a reasonable period of time taking into account the working time necessary for the performance of the Service. All instructions from the Client must be given in writing or confirmed in writing as soon as possible, by email(s) or post(s). Otherwise, the Service Provider cannot be held liable for any non-performance or late execution.

The Client undertakes to immediately notify the Service Provider of any change concerning its organization, its contact details, its capital links or any collective procedure or threat of collective procedure that it may incur.

Quotes, legal consultations, audit reports and, in general, all working documents established and delivered or sent by the Service Provider to the Client, with a view to the Services, are covered by professional secrecy and the rights of intellectual property attached thereto belongs to the Service Provider. The Client is therefore prohibited, without express prior authorization from the Service Provider, from any reuse and/or transmission to third parties of documents developed and transmitted by the Service Provider during and after the execution of its mission or the provision of a service, whoever it is.

Article 5 - Conclusion of the Service Contract

The Service Provider intervenes at the express request of the Client. A quote, a commercial proposal or a contract will be produced for any request for a Service.

The Service(s) offered will be deemed accepted by the Client upon the occurrence of one of the following events:

  • Acceptance or transmission of written instructions, of the quote, the commercial proposal or the contract proposed by the Service Provider;
  • Signature of the quote, commercial proposal or contract by the Client;
  • Payment of requests for partial or total provisions issued by the Service Provider;
  • Written confirmation from the Service Provider following an oral exchange and not contradicted by the Client within 24 hours.

In the event that the establishment of the quote, the commercial proposal or the contract requires a prior study or meetings between the Client and the Service Provider and which the Client does not follow up, may be invoiced.

The Service Provider cannot under any circumstances be held responsible in the event that the execution of the Service is delayed due to the late receipt of an acceptance in due form from the Client, whether a reminder has been made or not by the Service Provider and provided that the Client has been informed of the deadlines.

Article 6 - Prices and Fees

The prices of the Services are those detailed in the quotes or contracts, accepted by the Client. They are expressed in euros and are not subject to VAT.

The VAT rate and applicable taxes are those imposed by French legislation in force on the date of conclusion of the contract.

Prices can be calculated by package, by hour or by day.

It is agreed between the Parties that payment by the Client of the entirety of the Service Provider's fees constitutes receipt and definitive acceptance of the Services.

The Service Provider may, where applicable, request payment in advance of part of the fees planned or estimated for the Service to be performed as well as payment in advance of official taxes. A request for a provision including tax is then sent by the Service Provider to the Client. The start of execution of the Service is then subject to the prior receipt of the requested deposit, regardless of the consequences for the Client, in particular if this involves exceeding the deadline.

The costs incurred by the Service Provider (travel, accommodation, meals and additional costs of typing, reprography, etc.) necessary for the performance of the Service, will be invoiced in addition to the Client on the expense statement.

Official fees are set by the Offices and can change at their sole initiative, sometimes with immediate applicability. They are reflected in the invoices at their exact amount on the day of invoicing.

The quotes established by the Service Provider for the Client are calculated on the basis of the information known on the date of their establishment and cannot, unless expressly agreed and mentioned by the Service Provider, be considered as firm invoicing agreements. They are therefore given for information only, because they may vary depending on the work to be invested by both the Service Provider and its foreign correspondents, currency fluctuations, and the rates applicable on the date on which the Service Provider begins its mission. In addition, they generally do not include various costs such as legalization, translations, obtaining and providing additional documents which may be required by Administrations. These quotes also do not prejudge any subsequent difficulties that may be encountered in carrying out the mission. They have a limited validity period.

The Service Provider issues an invoice as soon as possible after completion of the Service. When, due to its nature, the Service is carried out over a significant period of time, interim invoices may be issued. The Service Provider's invoices will reflect immediately and without the need for prior approval by the Client, upward or downward variations in official taxes, even if they are reported differently in the prior estimate.

For procedures requiring the intervention of an authorized agent before a foreign intellectual property office, the Service Provider re-invoices the disbursements of this foreign agent with the addition of administrative, accounting and banking processing costs.

Article 7 - Payment Terms

Unless specifically provided, invoices are payable upon receipt, less the advance payment, if applicable. Payment is made by check or bank transfer. No discount will be granted in the event of early payment.

Upon acceptance of the quote, and if the quote stipulates an advance payment, the start of the work will take place after receipt of this amount.

The balance will be invoiced at the end of the service.

Any dispute concerning the amount of the invoice is only admissible if it is made within fifteen (15) days following receipt of the invoice by the Client. No dispute justifies the Client's right to suspend payments or to make deductions or compensation.

Article 8 - Late Payment

Any sum not paid on the due date will give rise to the automatic payment of late payment penalties calculated on the amount of the sum remaining due at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten percentage points, in addition to the amounts remaining due.

Any amount not paid on the due date will also be increased by ten percent (10%) as a penalty clause.

These penalties run from the day following the payment date appearing on the invoice until full payment of the amount due.

In the event of late payment, a fixed compensation for recovery costs, in the amount of 40 Euros, will be due automatically by the Client and without prior notification.

In addition, and without prejudice to the late payment penalties, the penalty clause and the recovery compensation set out above, the Service Provider may:

  • Suspend its obligations regarding the Service affected by the delay as well as all Services in progress until full payment of the amounts remaining due by the Client ;
  • Submit the execution of orders in progress to the taking of guarantees or new terms (in particular new payment conditions) giving all guarantees of payment and deemed satisfactory by the Service Provider ;
  • Terminate the Service automatically. This termination will affect not only the current Service but also, if the Service Provider wishes, all or part of the previous or future unpaid Services, whether they have been performed or in progress and whether their payment is due or not.

Article 9 - Termination

The Parties may at any time relinquish or relinquish any Service for any reason whatsoever, provided that they give the Client a reasonable period of time to entrust their files to another service provider whose contact details they will communicate to the Service Provider. The contract will end thirty (30) working days after the requesting party sends a registered letter with acknowledgment of receipt.

The Service Provider will be deemed to have been relieved of all Services for which it had been mandated by the Client from receipt of the notification.

In the event of termination of the Contract, the Client must immediately update payment of all invoices to the Service Provider.

In the event that a declaratory judgment of Reorganization or Judicial Liquidation is pronounced against the Client, the latter undertakes to inform the Service Provider without delay. The latter may then question by registered letter the Judicial Administrator, the Creditors' Representative or the Liquidating Agent regarding the continuation of the contract, it being understood that in the absence of a precise response within two weeks, the contract will be automatically terminated without no reparation whatsoever can be demanded by the parties.

In the event of termination of the contract:

  • The Service contract will automatically cease.
  • The Service Provider is released from its obligations relating to the subject of this contract on the date of termination or expiration of the contract.
  • The Service Provider undertakes to return to the customer, at the latest within thirty (30) working days following the termination or expiration of the contract, all documents or information provided by the Client.

Article 10 - Force Majeure

No party may be considered defaulting in the performance of its obligations and be held liable, if and only if this obligation is affected, temporarily or permanently, by a cause of force majeure. As such, force majeure means any external, unpredictable and irresistible event within the meaning of article 1148 of the Civil Code.

Within five (5) working days maximum of the occurrence of this cause, the defaulting party undertakes to notify the other party by registered letter with acknowledgment of receipt and to provide proof thereof. The defaulting party will make every effort to eliminate the causes of the delay and will resume the execution of its obligations as soon as the invoked case has disappeared. However, if the cause of force majeure persists beyond a period of fifteen (15) working days from the date of receipt of notification of the force majeure, each party will have the right to terminate the agreement, without award of damages. Said termination will take effect on the date of receipt by the other party of the termination letter sent by registered mail with acknowledgment of receipt.

In the event that the agreement is terminated by the Client due to force majeure, the Client must pay to the Service Provider all amounts due up to the date of termination.

Article 11 - Obligations and Confidentiality

The Service Provider undertakes to:

  • Respect the strictest confidentiality concerning the information provided by the Client, and designated as such.
  • Do not disclose any information on the work and Services carried out for its Clients.
  • Return any document provided by the Client at the end of the mission.
  • Sign a confidentiality agreement if the Client wishes.

Information which is available to the public and which must be disclosed in order to carry out the filing formalities prescribed by law will not be considered confidential.

The clauses of the contract signed between the parties are deemed confidential, and as such cannot be communicated to unauthorized third parties.

Article 12 - Liability

Considering the nature of the Services performed, the Service Provider's obligation is an obligation of means and not of result.

The Service Provide undertakes to implement all means necessary for the proper execution of the Services, under the terms and conditions of the agreement, as well as in compliance with the applicable legal and regulatory provisions.

The Service Provider has taken out an insurance policy for professional civil liability which covers all Services and undertakes to provide a certificate upon simple request from the Client.

The Service Provider's liability, if proven, will be limited to the amount excluding taxes not exceeding half of the total sum excluding taxes, actually paid by the customer for the Service provided by the Service Provider on the date of the complaint by registered letter with acknowledgment of receipt. The Service Provider assumes no liability in relation to services provided by third parties, particularly when the third party is expressly chosen by the Client.

Under no circumstances the Service Provider can be held responsible for compensation for direct or indirect and immaterial damage suffered by the Client, in particular loss of turnover, contracts, goodwill, opportunities, reputation, profits.

The Service Provider cannot be held liable in the event of delay or suspension of performance of the Service attributable to the Client, or in the event of force majeure.

Article 13 - References

The Client authorizes the Service Provider to mention its name, its logo as a reference in its communication media (brochure, website, public presentation, commercial meeting, commercial proposal, relations with the press, press release, press kit, communication internal, etc.).

Article 14 - Archiving

The Service Provider keeps Client files exclusively in electronic format in compliance with the legal duration.

The Service Provider, unless expressly agreed otherwise with the Client, does not keep any original documents or official documents, which are addressed to the Client who alone assumes responsibility for keeping them.

Article 15 - Applicable Law - Original Text

These GCS are governed by French law and are subject to the rules of the profession of Industrial Property Advisor governed by the Intellectual Property Code. Any contentious issues will be presented and dealt with as the case may be before the disciplinary committee of the CNCPI or before the Paris Judicial Court, notwithstanding the plurality of defendants or warranty appeal.

In the presence of a Client having the status of client customer within the meaning of the introductory article of the Consumer Code (the "Consumer Customer"), a mediation procedure may apply under the conditions referred to in articles L.611- 1 et seq. of the Consumer Code. Thus, in the event of disagreement between the Service Provider and the Client customer on the handling of a file and failing to find an amicable solution, it is specified that the Client customer has the right to have free recourse to a mediator of the consumption with a view to amicably resolving the dispute between him and a professional.