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Terms & Conditions

Article 1 – PURPOSE

The purpose of these Terms of Service is to set out the terms and conditions under which the Intellectual Property firm, Germain & Maureau, is a Limited Liability Company (‘SAS’) with capital of €1,263,230 with its registered office at 12 rue Boileau 69006 Lyon registered in the register of companies (‘RCS’) of Lyon under no. 387.830.045 (the ‘Service Provider’), provides its Clients with services of advice, assistance, auditing, research, representation and drafting to procure, maintain, exploit or defend industrial property rights and/or related rights (the ‘Services’).

These Terms of Service are expressly agreed and accepted by the Client, who declares and acknowledges to have full knowledge of them and, therefore, waives the right to rely on any document with conflicting terms, in particular, its own general conditions of purchase, which will be unenforceable against the Service Provider, even if it had knowledge of it.

Article 2 – GENERAL

The Services provided are governed by the following contractual documents:

  • these Terms of Service, that the Client acknowledges having read and understood when the estimate or invoice makes reference to them, consultable on the Service Provider’s website germainmaureau.com,
  • the estimate prepared by the Service Provider and duly accepted by the Client, except for separately priced costs the price of which is referred to in the Brochure of Rates in force,
  • possible Special Terms granted to the Client.

All of these documents comprise the ‘Contract’ concluded between the Service Provider and the Client. Therefore, it is sent or delivered to the Client prior to commencement of the Services.

No special term can, without prior written consent of the Service Provider, prevail over these ToS. Any term of a contrary nature raised by the Client will therefore, in the absence of express agreement, be unenforceable as against the Service Provider, regardless as to when it could have been brought to its attention.

The Services provided are, in addition, subject to legal, regulatory and ethical rules that establish the terms of conduct of the profession of Industrial Property Advisers.

At any time and without notice, the Service Provider reserves the right to make any necessary changes to this document.

The nullity or invalidity of any provision of these ToS does not affect the validity of the remaining provisions. Failure by the Service Provider to strictly enforce its ToS, at one time or another, does not result in a waiver of the right to invoke them later.

Article 3 – CONCLUSION OF THE CONTRACT

3.1 Duration and validity of the estimate

Proposals, offers and estimates are only valid for the duration stated on the document and/or in default from two months following the date of they are prepared, and relate to these ToS.

3.2 Validity of the Contract

The Contract shall come into force at the earliest from date of acceptance by the client in writing of the estimate prepared by the Service Provider.

For separately priced costs, the Service Provider will send the Client who so requests the Brochure of Rates in force and, therefore, the contract comes into force as soon as the Client sends their instructions to the Service Provider.

In the absence of the Client’s express agreement, acceptance of the Contract may, on a very exceptional basis, result from its performance when customary contractual relations existing between the Service Provider and the Client warrant it.

3.3 Amendments to the Contract

Any amendments to the work requested by the Client will only be considered if they are notified in writing, within a reasonable time after signature by the Client of a new and specific estimate and a possible price adjustment.

3.4 Duration of the Contract

The Contract is concluded for an open-ended period. It may be terminated at any time by either party on reasonable notice.

Unless otherwise agreed, from receipt of the notice to terminate the Service Provider shall be deemed to be disinstructed from all Services for which the Client has instructed it.

In the event of termination of the Contract, the Client must immediately pay all of the Service Provider’s invoices to date. In default, the Service Provider may refuse to hand over to the Client or its new representative all official documents deposited with it as well as all evidence and information necessary to perform or complete the Services for which it was instructed.

Article 4 – PROCEDURES FOR PROVISION OF THE SERVICES

The Service Provider agrees to take such steps as necessary for the proper performance of the Service.

Some Services may, because of their nature, be subject to time frames previously agreed between the parties.

When warranted, the performance of the Services will give rise to the drafting of a report sent by the Service Provider to the Client.

The Service Provider is entitled to consider itself as being released from any liability for time limits in the following cases:

  • the non-delivery or untimely delivery by the Client of necessary information, or any other piece of information that it is responsible for.
  • the Client’s failure to respect the conditions of payment.

Article 5 – TIME FRAMES FOR PERFORMANCE

Unless a time frame is expressly agreed with the Client, the Service Provider is only required to perform the Services in the most timely manner and according to its means. Therefore, these time frames only being given as an indication, and if exceeded, cannot be considered as grounds for breach of contract nor a reason to dispute the amount due for the Service.

If a sum on account is requested in accordance with Article 8 of these TOS, any time frames expressly agreed with the Client run from the date of payment of the said sum. Similarly, any time frame expressly agreed with the Client runs from the date it provides all of information necessary for performance.

Some services, being subject to a time frame imposed by an administrative body and/or regulations in force in the field of industrial property, the Client must, at the request of the Service Provider, give instructions in a timely manner to meet these imposed deadlines and allow the Service Provider to fulfil its work with due care. The Client alone will be liable for damages (including loss of rights) that could result from instructions received after a deadline notified in writing by the Service Provider.

Article 6 – LIABILITY

The Service Provider undertakes to use its best endeavours to perform the Services properly and, in particular, to act, not only in accordance with the laws and regulations in force but also in accordance with the client’s instructions. Accordingly, the Service Provider is subject to a duty based on means rather than results.

In any event, the amount of any compensation the Service Provider may liable to pay will not exceed the cost of the invoice including VAT paid by the Client.

In no circumstances will the Service Provider be liable to compensate for direct or indirect damages and consequential loss incurred by the Client including loss of turnover, contracts, customers, reputation, profits, computer data, moral prejudice etc.

In no circumstances will the liability of the Service Provider be incurred for any delay or interruption of the provision of the service caused by the Client, or in the event of a force majeure.

The Service Provider has professional liability insurance covering all of its business and agrees to provide a certificate at the Client’s request.

Article 7 – FINANCIAL REQUIREMENTS

 7.1 Estimates

For any service defined precisely, the Service Provider may provide free of charge, upon reasonable request, an estimate. It is understood that the cost of services involving subcontractors or foreign currencies can only be indicative.

Tax rates are those known at the time that the estimate is prepared.

7.2 Fees

The Services give rise, in principle, to fees invoiced on the basis of a fixed rate or, in default, an hourly rate. The billing method used is determined by mutual agreement between the parties. It is mentioned on the estimate prepared by the Service Provider and duly accepted by the Client.

The fees charged depend on the qualifications of the members of the Service Provider’s team in charge of performing the Services, the difficulty of the work and the nature of the Services performed.

In addition to remuneration for the Services provided, the parties may agree to a supplementary fee depending on the result or the service rendered.

7.3 Official taxes and expenses of subcontractors

The fees of the Service Provider do not include expenses, taxes and external fees incurred by the latter for the purposes of performing the Services.

The expenses, taxes and external fees are charged to the Client in addition to the fees of the Service Provider. Added to these expenses, taxes and fees are costs of the administration, accounting and banking of invoices covering these expenses, taxes and external fees.

In accordance with the Rules of Procedure of the French Company of Industrial Property Attorneys (‘CNCPI’), the Service Provider is forbidden to be responsible for or to offer to be responsible for the financial risks or expenses of a transaction or intervention for others and from fixing its remuneration solely on the basis of the expected outcome of such a transaction or intervention.

Rates quoted in all Service Proposals exclude VAT.

Value added tax (VAT), at the rate in force at the date of the event giving rise to VAT, will be applied in addition, when the latter is applicable under French and European law.

7.4 Invoices

The Services are subject to invoices addressed to the Client. In the event that the taxes of intellectual property organisations and the fees of subcontractors are not raised directly by them, the invoices of the Service Provider will, at the Client’s request, highlight the various fees and taxes. They also indicate the amounts previously received on account or by way of payment.

Article 8 – CONDITIONS OF PAYMENT

Invoices are payable, in full, within 30 days from the end of month in which they were issued. In any case, any challenge by the Client about an invoice cannot unilaterally justify the suspension of payments nor the making of deductions or offsets.

The Service Provider reserves the right to require:

  • the payment of cleared funds prior to completion of the work if the financial situation of the client warrants it or the Client previously defaulted on payment,
  • financial guarantees.

Non-payment on the due date of any term of payment will result in, as of right and without prior notice:

  • the immediate payment of any other term of payment or any other invoice not yet due,
  • the suspension of the work or at the choice of the Service Provider prepayment of all orders in progress.

If paid after the due date, late payment penalties will be calculated from the due date until the date of actual payment on the gross amount of the price of the services appearing on the invoice at the rate of 15%. They become due at the Service Provider’s request, without any reminder. They will also be charged in addition to an amount of €40 as compensation for the costs of recovery, fixed in accordance with Articles L.441-6 and D 441-5 of the Commercial Code.

The cost of any proceedings initiated for the contentious recovery of sums due will be charged to the Client.

Article 9 – OBLIGATIONS OF THE PARTIES

9.1. Obligations of the Client

The Client agrees to provide the Service Provider with truthful and accurate information and to send it all elements necessary for the provision of the appropriate Services. In particular, the client undertakes to inform it about all of its business activities and projects, technical details and the state of competition. The client undertakes to inform the Service Provider of any changes to the data provided and will be solely liable for any damages that may result from incorrect or incomplete information.

9.2. The obligations of the Service Provider

For its own reasons, including ethical, and a fortiori in the event of impossibility, the Service Provider is free to refuse instructions, except for notifying the Client within a reasonable time and giving it information that may involve an emergency. In the event of acceptance of instructions, the Service Provider is required to observe the rules of due diligence required to safeguard the Client’s best interests.

In particular, the Service Provider is required:

  • to respect the instructions that it has been given,
  • to keep the client informed of the progress of the Services,
  • to seek the Client’s instructions whenever a decision must be taken that may result in a loss of rights,
  • to refrain from advising, assisting and representing Clients in the same case with opposing interests, except to act as a conciliator,
  • to observe professional secrecy, in all circumstances.

Article 10 – SUBCONTRACTING

When working with a subcontractor, it will be under the sole responsibility of the Service Provider and will keep confidential all information that it becomes aware of during the provision of the Services.

Article 11 – NOTICE

The Parties shall supply the information required under the Contract according to the method of their choice: by letter, fax, e-mail, or even orally. Where appropriate, this information may be subject to confirmation by letter or registered post with acknowledgment of receipt.

Article 12 – INDUSTRIAL PROPERTY AND AUTHORS’ RIGHTS – STUDIES AND DOCUMENTS

Quotes, proposals and, in general, all papers prepared and delivered and sent by the Service Provider to the Client, for the provision of the services, always remain its sole property and are covered by professional secrecy.

Article 13 – CONFIDENTIALITY / PROFESSIONAL SECRECY

Throughout the duration of the contract and until its expiry, the Service Provider agrees to keep confidential all documents and information relating to the performance of the work and not to disclose, and to limit distribution to only persons who need to know for the performance of the work.

On this basis, the Service Provider agrees to treat as confidential all documents and information entrusted to it by each of its Clients and not to communicate their content to any third party other than to any other advisers entrusted with the implementation of some the Services in accordance with Article 10 of these ToS.

Pursuant to Article L.422-11 of the Intellectual Property Code (IPC) and Section 12.3 the Rules of Procedure of the French Company of Industrial Property Attorneys (‘CNCPI’), the Service Provider is bound by professional secrecy.

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

For all practical purposes, however, it is recalled that the Service Provider does not disclose anything contrary to professional secrecy as provided for by law, and in particular including those provisions set out in Article 226-14 of the Criminal Code, and as required for its own defence.

Article 14 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT- COURT WITH JURISDICTION

These ToS and the resulting Services are governed by French law and are subject to the rules of the profession of Industrial property Advisers.

They are written in French. In the event that they are translated into one or several languages, the French version will prevail in the event of a dispute.

In the event of litigation, the commercial jurisdiction of the registered office of the Service Provider shall be the sole jurisdiction, even if the guarantee is called upon or there are multiple defendants.

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