GENERAL CONDITIONS OF SERVICES OF THE J-INVENT FIRM

(last update: 03/01/2021)

ARTICLE 1: OBJECT

The purpose of these General Terms and Conditions of Services (GCS) is to specify the terms and conditions under which J-INVENT FIRM, a Single-Person Simplified Joint Stock Company with a capital of 1,000 € whose registered office is 110 rue vieille du temple, 75003 Paris - France, registered with the RCS of Paris under number 853 499 531, provides its CLIENTS with consulting, assistance, auditing, research, representation and drafting services with a view to obtaining, maintaining, the exploitation or defense of industrial property rights, ancillary rights and rights relating to all related matters.

The GCS are expressly approved and accepted by the CUSTOMER, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to invoke any contradictory document and, in particular, his own general conditions of purchase, which will be unenforceable. to the CABINET, even if the latter was aware of it.

ARTICLE 2 – DEFINITIONS

The terms below will have the meaning defined in this article when written in capital letters. Terms can be used in the singular or in the plural depending on the context.

2.1. "GCS" means these General Conditions of Services.

2.2. "CUSTOMER" means the natural or legal person entrusting their interests to the FIRM.

2.3. "CONTRACT" means all the contractual documents binding the FIRM and the CUSTOMER.

2.4. "FIRM" means J-INVENT, an industrial property consulting firm.

2.5. "SERVICES" means the services of advice, assistance, audit, research, representation and drafting with a view to obtaining, maintaining, operating or defending rights of industrial property, ancillary rights and rights relating to all related matters, provided by the FIRM.

ARTICLE 3 - GENERAL

The SERVICES provided are governed by the following contractual documents:

  • these GCS, which the CUSTOMER acknowledges having read when a document issued to him by the Firm, in particular the estimate or the invoice, refers to them, are available on the FIRM website at the address https://www.j-invent.com ;
  • the estimate drawn up by the FIRM and duly accepted by the CUSTOMER, except for so-called priced operations, the price of which is mentioned at the general rate in force available at the CUSTOMER's request;
  • possibly the Special Conditions granted to the CUSTOMER.

All of these documents constitute the CONTRACT concluded between the FIRM and the CUSTOMER. It is, therefore, previously sent or given to the CUSTOMER before any start of performance of the SERVICES.

No particular condition may, except with prior written acceptance by FIRM, prevail over the GCS. Any contrary condition opposed by the CUSTOMER will therefore, in the absence of express acceptance, be unenforceable against the FIRM, regardless of when it may have been brought to its attention.

The SERVICES provided are, moreover, subject to legal, regulatory and ethical requirements setting the conditions for exercising the profession of Industrial Property Attorney.

the FIRM reserves the right to make any necessary modification at any time and without notice.

The nullity or possible lapse of one of the clauses of these GCS has no influence on the validity of the other clauses. The strict non-application of the GCS by the FIRM, at one time or another, does not mean waiver of invoking them subsequently.

ARTICLE 4 - CONCLUSION OF THE CONTRACT

4.1. Validity period of the quote

Proposals, offers and quotes are only valid for the period mentioned on the document / or failing that the two (2) months following the date of their establishment, and are understood within the framework of the GCS.

4.2. Validation of the CONTRACT

The CONTRACT comes into force at the earliest upon acceptance of the quote drawn up by the FIRM, formulated in writing by the CUSTOMER.

For priced operations, the FIRM will send the CUSTOMER who requests it an indicative fee scale; the CONTRACT comes into force as soon as the CUSTOMER sends its instructions to the FIRM.

In the absence of the CUSTOMER's express agreement, acceptance of the CONTRACT may, quite exceptionally, result from its execution when the usual contractual relations existing between the FIRM and the CUSTOMER justify it.

4.3. Modification of the CONTRACT

Any changes to the assignment requested by the CUSTOMER will only be taken into account if they are notified in writing, within a reasonable time, after approval by the CUSTOMER of a new specific estimate and possible price adjustment.

4.4. Contract length

The CONTRACT is concluded for an indefinite period. It may be denounced at any time by one of the parties with due notice.

Unless otherwise agreed, the FIRM will be deemed to have withdrawn from all the SERVICES for which it had been mandated by the CUSTOMER from the date of receipt of the denunciation.

In the event of termination of the CONTRACT, the CUSTOMER must immediately update himself on the payment of all invoices to the FIRM.

ARTICLE 5 - TERMS OF PROVISION OF SERVICES

The FIRM undertakes to implement all the means necessary for the proper execution of the SERVICES.

Some SERVICES may, due to their nature, be subject to execution times previously agreed between the parties.

When justified, the performance of the SERVICES gives rise to the drafting of a report sent by the FIRM to the CUSTOMER.

The FIRM will not take charge of monitoring the terms of payment of annuities and the payment of the latter for patent applications and patents from the CUSTOMER, which it also manages, unless expressly instructed by the CUSTOMER.

When it is responsible for monitoring the deadlines for payment of annuities and the payment of the last, the FIRM will make the payment of annuities for patent and patent applications in the name and on behalf of the CUSTOMER three (3) months before expiry of the aforementioned annuities. , except for prior instructions from the CUSTOMER.

The FIRM is entitled to consider itself released from any liability relating to deadlines in the following cases:

  • non-supply or non-compliant timely supply by the CUSTOMER of the necessary information, or any other element of information to be borne by the latter.
  • non-compliance by the CUSTOMER with the terms of payment.

ARTICLE 6 - EXECUTION TIMES

Unless a deadline is expressly agreed with the CUSTOMER, the FIRM is only required to perform the SERVICES within the most reasonable deadlines and according to its possibilities. These deadlines are then given as an indication, any overrun cannot be considered as a reason for breaking the CONTRACT or for contesting the amount due for the SERVICE.

In the event of a request for a provision in accordance with Article 9 of these GCS, any execution period expressly agreed with the CUSTOMER is to be counted from the payment of said provision. Likewise, any execution period expressly agreed with the CUSTOMER is understood to count from the latter's provision of all the information necessary for its completion.

As some SERVICES are subject to a time limit imposed by an administration and / or by the regulations in force in terms of industrial property, the CUSTOMER is required, at the request of the FIRM, to give its instructions in good time in order to comply with the imposed deadlines and allow the FIRM to carry out its mission with all the necessary care.

The CUSTOMER will be solely responsible for any damage (including loss of rights) which may result from instructions received after a deadline notified by the FIRM.

ARTICLE 7 - RESPONSIBILITY

The FIRM undertakes to implement all the means necessary for the proper performance of the SERVICES and, in particular, to act, both in compliance with the legal and regulatory provisions in force and within the limits of the mandate entrusted to it by the CUSTOMER. Consequently, the FIRM is subject to an obligation of means and not of result.

In any event, the amount of any compensation charged to the FIRM may not be greater than the cost of the T.T.C. invoicing paid by the CUSTOMER.

In any case, the FIRM can not be held responsible for compensation for direct or indirect and immaterial damage suffered by the CUSTOMER and in particular the loss of turnover, contracts, customers, reputation, profits, computer data, moral damage etc.

The responsibility of the FIRM can in no case be engaged in the event of delay or suspension of the provision of the service attributable to the CUSTOMER, or in the event of force majeure.

The FIRM has taken out professional liability insurance which covers all of its activities and undertakes to provide a certificate upon simple request from the CUSTOMER.

ARTICLE 8 - FINANCIAL CONDITIONS

8.1. Quote

For any perfectly defined service, FIRM can provide a quote free of charge, on reasonable request. It is understood that the cost of SERVICES involving external service providers, in particular foreign correspondents, or foreign currencies can only be indicative.

The cost of official taxes or royalties is that which is known at the time of preparation of the estimate.

8.2. Fees

The SERVICES provided give rise, in principle, to fees invoiced on the basis of a fixed price or, failing that, by application of an hourly rate.

The billing method used is fixed by mutual agreement between the parties. It is mentioned on the estimate drawn up by the FIRM and duly accepted by the CUSTOMER.

The fees invoiced are determined according to the quality of the members of the FIRM in charge of carrying out the SERVICES, the difficulty of the assignment and the nature of the SERVICES performed.

In addition to the remuneration for the SERVICES provided, the parties may agree on an additional fee depending on the result obtained or the service provided.

8.3. Official taxes and fees of external firms

The fees of the FIRM do not include the costs, taxes and external fees incurred by the latter for the purposes of carrying out the SERVICES.

The costs, taxes and external fees are invoiced to the CUSTOMER in addition to the fees of the FIRM.

In accordance with the internal regulations of the National Company of Industrial Property Consultants (CNCPI), the FIRM reminds that it is prohibited to take responsibility for or offer to take responsibility for the financial risks or the costs of a transaction. or an intervention for others as well as to fix his remuneration exclusively according to the expected result of such an operation or intervention.

The prices mentioned in any SERVICE proposal are exclusive of VAT.

A value added tax (VAT), at the rate in force on the day of the event giving rise to the VAT, will be applied in addition, when the latter is applicable under French and European laws.

8.4. Invoices

The SERVICES are the subject of invoices sent to the CUSTOMER. In the event that the taxes of intellectual property organizations and the fees of external service providers are not directly invoiced by them, the FIRM's invoices will, at the CUSTOMER's request, show the various fees and taxes separately. They also indicate the sums previously received as a provision or payment.

ARTICLE 9 - TERMS OF PAYMENT

Invoices are payable upon receipt of the invoice, net and without discount. In any event, any dispute by the CUSTOMER on an invoice cannot justify unilaterally suspending payments or making deductions or offsets.

The FIRM reserves the right to demand:

  • cash payment before the completion of the assignment of part of the invoice, corresponding at least to the amount of taxes and / or costs that must be incurred for the purposes of performing the SERVICES;
  • cash payment before the completion of the assignment if the CUSTOMER's financial situation justifies it or if previous payment incidents have occurred with the CUSTOMER;
  • guarantees as to the correct payment purposes.

Failure to pay by the due date of any payment term will result, without prior notice and as of right:

  • the immediate exigibility of any other payment term or any other unmatured invoice;
  • the suspension of the assignment or, at the choice of the FIRM, the advance payment of any order in progress.

In the event of payment after the due date, late penalties will be calculated from the due date until the date of actual payment, on the amount inclusive of the price of the services appearing on the invoice, at the rate of 10.5 %. They will be payable on simple request from the FIRM, without a reminder being necessary. An additional forty (40) euros will also be invoiced as a lump sum indemnity for collection costs, in accordance with Articles L441-6 and D441-5 of the French Commercial Code.

The costs inherent in any procedure initiated with a view to the contentious recovery of the sums due will be borne by the CUSTOMER.

ARTICLE 10 - OBLIGATIONS OF THE PARTIES

10.1. Obligations of the CLIENT

The CUSTOMER undertakes to provide the FIRM with fair and sincere information and to send it all the elements necessary for the provision of suitable SERVICES. It undertakes in particular to keep it informed of its activities and projects, of the state of the art and of the state of competition. He undertakes to notify the FIRM of any change in the data provided and would be solely responsible for any damage that may result from incorrect or incomplete information.

10.2. Obligations of the FIRM

For reasons of its own, and in particular ethical, and a fortiori If this is not possible, the FIRM is free to refuse a mandate, except to warn the CUSTOMER within a reasonable time and to give him the information that a state of emergency may require. If the mandate is accepted, the FIRM is required to observe the rules of prudence and diligence required to safeguard the interests entrusted to it by the CUSTOMER.

The FIRM is in particular required to:

  • respect the object of the mandate entrusted to him,
  • keep the CUSTOMER informed of the progress of the SERVICES,
  • refrain, in the same case, from advising, assisting or representing CUSTOMERS with opposing interests, except to act as amicable composer,
  • to observe professional secrecy in all circumstances.

ARTICLE 11 - SUBCONTRACTING

In the event of the intervention of a subcontractor, the latter will then intervene under the sole responsibility of the FIRM and will undertake to keep confidential all the information of which it becomes aware during the SERVICES.

ARTICLE 12 - NOTIFICATIONS

The parties send each other the information provided for under the CONTRACT according to the method of their choice: by simple letter, fax, electronic mail, or even orally. Where appropriate, this information may be confirmed by simple letter or registered letter with acknowledgment of receipt.

ARTICLE 13 - INDUSTRIAL PROPERTY AND COPYRIGHT - STUDIES AND DOCUMENTS

Quotes, proposals and, in general, all working documents drawn up and delivered or sent by the FIRM to the CUSTOMER, for the provision of services, always remain its entire property and are covered by professional secrecy.

ARTICLE 14 - CONFIDENTIALITY / PROFESSIONAL SECRECY

Throughout the duration of the contract and at the end of it, the FIRM undertakes to keep confidential all documents and information relating to the progress of the mission and not to disclose them, as well as to limit their dissemination. only to people who need to know them for the performance of the mission.

As such, the FIRM undertakes to consider confidential all documents and information entrusted by each of its CUSTOMERS and to communicate their content to any third party other than to any other advice to which would be entrusted with the realization of part of the SERVICES according to article 10 of these General Conditions.

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

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

For all practical purposes, however, it is recalled that the FIRM does not make any disclosure violating professional secrecy in the cases provided for by law, and this in particular including those set out in article 226-14 of the French Penal Code, and for the strict requirements in its own defense.

ARTICLE 15 - APPLICABLE LAW - LANGUAGE OF THE CONTRACT - COMPETENT COURT

The GCS and the SERVICES resulting therefrom are governed by French law and are subject to the rules of the profession of Industrial Property Attorney.

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

In the event of a dispute, the commercial jurisdiction of the registered office of the FIRM will have sole jurisdiction, even in the event of a guarantee call or multiple defendants.