General terms

 Article 1 – PURPOSE

These General Terms and Conditions of Services (hereinafter the “GTCS”) are intended to specify the terms and conditions under which the Industrial Property Consulting Firm Germain & Maureau, a simplified joint-stock company (SAS) with a share capital of €1,263,230, whose registered office is located at 12 rue Boileau, 69006 Lyon, registered under number 387.830.045 RCS Lyon (hereinafter the “Service Provider”), provides its Clients with consulting, assistance, audit, research, representation, and drafting services in the field of industrial property, in particular with a view to obtaining, maintaining, exploiting, or defending industrial property rights and related rights (hereinafter the “Services”).

These GTCS are expressly agreed to and accepted by the Client, who declares and acknowledges having full knowledge thereof, and therefore waives the right to rely on any contradictory document, in particular their own general purchasing conditions, which shall not be enforceable against the Service Provider, even if the latter has been made aware of them.

 

Article 2 – GENERAL PROVISIONS

The Services provided are governed by the following contractual documents:

• These GTCS, which the Client acknowledges having read when the quote or invoice refers to them, available on the Service Provider’s website germainmaureau.com,
• The quote drawn up by the Service Provider and duly accepted by the Client, except for so-called priced transactions whose price is mentioned in the applicable general price list,
• Where applicable, the Special Conditions expressly agreed upon by the Service Provider with the Client,

• The Service Provider’s Privacy Policy accessible at: https://germainmaureau.com/politique-de-confidentialite/

All of these documents constitute the “Contract” concluded between the Service Provider and the Client. They are therefore sent or delivered to the Client prior to any commencement of execution of the Services.

No special condition may, unless previously and expressly accepted in writing by the Service Provider, prevail over the Contract. Any contrary condition raised by the Client shall therefore, in the absence of express acceptance, be unenforceable against the Service Provider, regardless of the time at which it may have been brought to its attention.

The Services provided are furthermore subject to the legal, regulatory, and ethical requirements governing the conditions of practice of the profession of Industrial Property Counsel.

The Service Provider reserves the right to amend these GTCS.

The applicable GTCS are those in force on the date of conclusion of the Contract.

Any subsequent amendment shall apply only to contracts concluded after its entry into force.

The potential invalidity or lapse of any clause of these GTCS shall not affect the validity of the other clauses.

The failure by the Service Provider to strictly enforce these GTCS at any given time shall not constitute a waiver of the right to invoke them at a later date.

 

Article 3 – CONTRACT FORMATION

3.1 Validity Period of the Quote

Proposals, offers, and quotes are valid only for the period indicated on the document, or failing that, for two months following the date of their preparation, and are understood within the framework of these GTCS.

 

3.2 Contract Validation

The Contract enters into force at the earliest from the acceptance of the quote drawn up by the Service Provider, expressed in writing by the Client.  For priced transactions, the Service Provider shall send the Client, upon request, the current price brochure and, consequently, the Contract enters into force as soon as the Client sends its instructions to the Service Provider.  In the absence of the Client’s express agreement, acceptance of the Contract may, in exceptional circumstances, result from its execution where the customary contractual relations existing between the Service Provider and the Client so justify.

 

3.3 Contract Modification

Any modifications to the assignment requested by the Client shall only be taken into account if they are notified in writing, within a reasonable period of time, after the Client has approved a new specific quote and any price adjustment.

 

3.4 Contract Duration

Unless otherwise agreed, the Service Provider shall be deemed discharged from all Services for which it had been commissioned by the Client from the receipt of the notice of termination by either party.  In the event of termination of the Contract, the Client shall immediately settle all outstanding invoices owed to the Service Provider. Failing this, the Service Provider may suspend the transfer of the file and documents necessary to continue the Services until all sums owed have been fully paid, subject to the professional obligations applicable to the profession of Industrial Property Counsel.

 

Article 4 – TERMS OF SERVICE DELIVERY

The Service Provider undertakes to deploy all necessary means to properly execute the Services.

Certain Services may, by their nature, be subject to execution timelines agreed upon in advance between the parties.

Where warranted, the execution of the Services gives rise to the preparation of a report sent by the Service Provider to the Client.

The Service Provider may use generative artificial intelligence (“AI”) systems in the context of the Services, unless the Client objects.

The use of AI is implemented by the Service Provider in strict compliance with its professional obligations, and in particular the rules of confidentiality.

Any potential use of AI tools shall in no way relieve the Service Provider of the obligation to analyse, validate, and exercise human oversight of the work performed.

The Service Provider shall, upon request by the Client, communicate the conditions under which AI may be used in the context of the Service.

The Service Provider shall ensure that the use of AI is useful, necessary, and appropriate to the Client’s needs, and shall not use AI to process sensitive matters, including matters classified as national defence or “restricted distribution”.

The Client undertakes to inform the Service Provider if the elements and documents communicated by the Client to the Service Provider have been, in whole or in part, generated through the use of AI.

The Service Provider shall not be held liable for the consequences of the use of AI by the Client that has not been disclosed to the Service Provider.

The Service Provider is entitled to consider itself relieved of any responsibility regarding deadlines in the following cases:

• Failure to provide or late/non-compliant provision by the Client of the necessary information, or any other information element that is the Client’s responsibility,
• Failure by the Client to comply with payment terms.

The Services may include, at the Client’s request, the provision of administrator access or a Client Portal accessible at: https://episoft.germainmaureau.com/.

It is the Client’s responsibility to keep its login credentials (email address and password) confidential. The Client is solely responsible for the use of its Client Portal and login credentials. Any use of the Client Portal, connection, or data transmission made through the Client Portal shall be presumed to have been made by that Client and under its sole responsibility, unless a written and duly substantiated objection is transmitted to the Service Provider.

The Service Provider shall not be held liable for the loss of one or more login credentials and, in the absence of a prior and duly notified written objection, for the damaging consequences of the use of the Client Portal by an unauthorised person.

 

Article 5 – EXECUTION TIMELINES

Unless expressly agreed otherwise between the parties, the Service Provider executes the Services within reasonable timeframes, in accordance with the practices of the profession and the nature of the assignment entrusted.

Execution timelines may be:

• Firm, when they concern expressly identified legal, regulatory, or administrative obligations,
• Indicative for all other Services.

Any agreed execution timeline shall run from the latest of the following dates: (i) payment of any requested advances, (ii) receipt by the Service Provider of all information, documents, and instructions necessary for the completion of the Services.

The Service Provider undertakes to inform the Client as soon as possible of any difficulty likely to affect the execution of the Services or compliance with agreed timelines, and to propose, where appropriate, any reasonable measure designed to limit the effects thereof.

The Client undertakes to transmit in a timely manner all information and instructions necessary for the proper execution of the Services. The Client acknowledges that compliance with timelines depends directly on the completeness and diligence of its responses.

In particular, where certain Services are subject to legal or regulatory deadlines, especially in the field of industrial property, the Client is required to provide its instructions within a timeframe compatible with those deadlines. Failing this, the Client shall alone bear the consequences that may result from late submission of instructions, including in the event of loss of rights.

Under no circumstances shall the Service Provider be held liable for delays attributable to the Client, in particular in the event of late or incomplete provision of the necessary information or failure to comply with payment terms.

 

Article 6 – LIABILITY

The Service Provider undertakes to deploy all necessary means to properly execute the Services, and in particular to act in compliance with the applicable legal and regulatory provisions as well as within the limits of the mandate entrusted to it by the Client.

In any event, the amount of any compensation charged to the Service Provider shall not exceed the total amount (including VAT) of the invoice paid by the Client.

The liability of the Service Provider is limited to direct and foreseeable material damages. Under no circumstances shall the Service Provider be held liable for compensation of indirect or consequential losses suffered by the Client, including but not limited to loss of revenue, contracts, clientele, reputation, profits, computer data, or moral damage.

The Service Provider’s liability may not be engaged in the event of a delay or suspension in the provision of the service attributable to the Client, or in the event of force majeure. Events considered as force majeure include, in particular, electrical and computer outages or cyber-attacks preventing the Service Provider from carrying out the service.

The Service Provider has taken out professional liability insurance covering all its activities and undertakes to provide a certificate of insurance upon simple request from the Client.

 

Article 7 – FINANCIAL CONDITIONS

7.1 Estimates

For any fully defined service, the Service Provider may, upon reasonable request, provide a free estimate. It is understood that the cost of services involving external service providers or foreign currencies can only be indicative. The cost of taxes is that known at the time of preparation of the estimate.

 

7.2 Fees

The Services provided give rise to fees invoiced on the basis of a fixed price, an estimate, or failing that, by application of an hourly rate.  The billing method adopted is determined by mutual agreement between the parties. It is stated on the quote drawn up by the Service Provider and duly accepted by the Client.  The fees invoiced are determined based on the seniority of the Service Provider’s members responsible for executing the Services, the complexity of the assignment, and the nature of the Services performed.  In addition to the remuneration for Services rendered, the parties may agree on a supplementary fee based on the result obtained or the service rendered.

 

7.3 Official Taxes and Third-Party Fees

The Service Provider’s fees do not include the costs, taxes, and external fees incurred by the latter for the purposes of executing the Services.  Costs, taxes, and external fees are invoiced to the Client in addition to the Service Provider’s fees. Administrative, accounting, and banking handling charges are added to these costs, taxes, and external fees.  In accordance with the internal regulations of the “Compagnie Nationale des Conseils en Propriété Industrielle” (CNCPI), the Service Provider recalls that it is prohibited from assuming, or offering to assume, the financial risks or costs of a transaction or intervention on behalf of another party, or from setting its remuneration exclusively based on the expected outcome of such a transaction or intervention.  The prices mentioned in any Service Proposal are exclusive of VAT. Value added tax (VAT), at the rate in force on the date the VAT liability arises, will be applied in addition, where applicable under French and European law.

 

7.4 Invoices

The Services are invoiced to the Client. Where the taxes of intellectual property offices and the fees of service providers are not invoiced directly by those parties, the Service Provider’s invoices shall, upon the Client’s request, separately itemise the various fees and taxes. They also indicate any sums previously received as advances or payments.

 

Article 8 – PAYMENT CONDITIONS

Invoices are payable within 30 days end of month from their date of issue, net and without discount. In any event, any dispute by the Client regarding an invoice may not justify unilaterally suspending payments or applying retentions or set-offs.

The Service Provider reserves the right to require:

• Immediate payment before the assignment is carried out if the Client’s financial situation so warrants or if previous payment defaults have occurred with the Client,
• Guarantees as to the proper completion of payment.

Failure to pay any sum by its due date shall automatically, without any prior reminder or formal notice being required:

• Render immediately due and payable any other payment instalment or any other invoice not yet due,
• Entitle the Service Provider to suspend the assignment or, at its option, require advance payment of any ongoing order.

In the event of late payment, late payment penalties shall be calculated from the due date until the date of actual payment, on the total amount including VAT of the service fees shown on the invoice, at a rate of 15%. They shall be payable upon simple request from the Service Provider, without any reminder being required. In addition, a flat-rate indemnity of €40 for recovery costs shall be invoiced, in accordance with Articles L441-10 and D441-5 of the French Commercial Code. If the recovery costs incurred exceed this flat-rate indemnity, the Service Provider may claim additional compensation, on presentation of supporting documents, including costs relating to any legal proceedings initiated for the purpose of recovery.

 

Article 9 – OBLIGATIONS OF THE PARTIES

9.1 Client’s Obligations

The Client undertakes to provide the Service Provider with accurate and honest information and to send it all elements necessary for the provision of appropriate Services. In particular, the Client undertakes to inform the Service Provider of its activities and projects, the state of the art, and the competitive landscape. The Client undertakes to notify the Service Provider of any change to the data provided and shall be solely responsible for any damage that may result from inaccurate or incomplete information.

 

9.2 Service Provider’s Obligations

For reasons specific to it, in particular of a professional ethical nature, and a fortiori in the event of impossibility, the Service Provider is free to decline a mandate, subject to notifying the Client within a reasonable time and providing the information that may be required in an emergency situation. Upon acceptance of the mandate, the Service Provider is required to observe the rules of prudence and diligence imposed by the safeguarding of the interests entrusted to it by the Client.

The Service Provider is in particular required to:

• Comply with the scope of the mandate entrusted to it,
• Keep the Client informed of the progress of the Services,
• Seek the Client’s instructions whenever a decision must be taken in a situation that may result in a loss of rights,
• Refrain, in the same matter, from advising, assisting, or representing Clients with opposing interests, unless acting as a mediator,
• Observe professional secrecy in all circumstances.

 

Article 10 – SUBCONTRACTING

The Service Provider reserves the right to subcontract all or part of the execution of the Services to any third party of its choice, in particular to correspondents, local counsel, or specialised service providers, in France or abroad.

The Service Provider remains, in any event, responsible to the Client for the proper execution of the Services entrusted to such subcontractors.

The Service Provider undertakes to select subcontractors with the competencies and guarantees necessary for the execution of the Services and to ensure that they comply with applicable obligations, in particular regarding confidentiality and data protection.

Where the nature of the Service so requires, in particular in international industrial property matters, the Client expressly accepts the use of local correspondents.

Upon the Client’s request, the Service Provider may provide any reasonable information relating to the terms of subcontracting, in compliance with its professional ethical and confidentiality obligations.

 

Article 11 – NOTIFICATIONS

The parties acknowledge the probative validity of electronic communications.

The parties shall communicate the information provided for under the Contract using the method of their choice: by ordinary letter or by electronic mail. Where applicable, such information may be confirmed by ordinary letter or registered letter with acknowledgement of receipt. Unless otherwise agreed by the Service Provider, communications by other means (WhatsApp, SMS, Teams, etc.) shall not be binding on the Service Provider.

 

Article 12 – INDUSTRIAL PROPERTY AND COPYRIGHT – STUDIES AND DOCUMENTS

Quotes, proposals, and generally all working documents prepared and delivered or sent by the Service Provider to the Client for the purpose of providing the services shall always remain the Service Provider’s exclusive property and are covered by professional secrecy.

 

Article 13 – CONFIDENTIALITY / PROFESSIONAL SECRECY

Throughout the duration of the contract and upon its expiry, the Service Provider undertakes to keep confidential all documents and information relating to the conduct of the assignment and not to disclose them, limiting their circulation to only those persons who need to know them for the execution of the assignment.

In this regard, the Service Provider undertakes to treat as confidential all documents and information entrusted by each of its Clients and not to communicate their content to any third party other than to any other advisers who may be entrusted with part of the Services pursuant to Article 10 of these General Terms and Conditions.

In accordance with Article L.422-11 of the French Intellectual Property Code (CPI) and Article 12.3 of the CNCPI Internal Regulations, the Service Provider is bound by professional secrecy.

This secrecy extends to opinions addressed or intended for the Client, information and documents exchanged with the Client, a colleague, or a lawyer, notes of meetings, and more generally to all elements of any file opened under a Service.

For all useful purposes, it is recalled that the Service Provider does not commit any disclosure in breach of professional secrecy in the cases provided for by law, including those set out in Article 226-14 of the French Penal Code, and for the strict requirements of its own defence.

 

Article 14 – PROTECTION OF PERSONAL DATA

In the context of executing the Services, each party may process personal data.

The parties undertake to comply with all applicable provisions relating to the protection of personal data, in particular Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act (loi Informatique et Libertés).

Unless otherwise stipulated, each party acts as an independent data controller for the processing it carries out for the purposes of managing the contractual relationship and executing the Services.

Each party undertakes to:

• Process data in a lawful, fair, and transparent manner;
• Collect only the data strictly necessary for the purposes pursued;
• Implement appropriate technical and organisational measures to ensure the security and confidentiality of data;
• Limit the retention period of data to what is strictly necessary.

The Service Provider may use subcontractors, in particular in the context of international services. In such cases, the Service Provider ensures that these subcontractors provide sufficient guarantees with regard to data protection.

In the event of a personal data breach affecting the processing carried out in the context of the Services, the affected party shall notify the other as soon as possible and cooperate in good faith to comply with legal obligations.

Data subjects have rights of access, rectification, erasure, restriction, objection, and portability under the conditions set out in the applicable regulations.

For further information regarding data processing carried out by the Service Provider, the Client is invited to consult the Privacy Policy available online.

The Client may contact the Service Provider’s Data Protection Officer (DPO) at the following address: dpo@germainmaureau.com.

 

Article 15 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT – JURISDICTION

These General Terms and Conditions of Services and the Services arising therefrom are governed by French law and are subject to the regulations of the profession of Conseils en Propriété Industrielle” (CNCPI).

They are written in the French language. In the event that they are translated into one or more languages, only the French text shall be binding in the event of a dispute.

In the event of a dispute, the commercial court of the Service Provider’s registered office shall have sole jurisdiction, even in the case of a warranty claim or multiple defendants.