The purpose of these General Terms and Conditions of Service (hereinafter referred to as “GTC”) is to define the conditions under which:
Cabinet PINOT (hereinafter referred to as the “Firm”),
provides to:
any person — natural or legal, individual or professional, under private or public law — (hereinafter referred to as the “Client”),
advisory, assistance, representation and drafting services for the purpose of obtaining, maintaining, exploiting or enforcing industrial property rights, related rights and rights pertaining to all connected matters (hereinafter referred to as “Services”).
The Services include legal consultations, drafting of private agreements and the delivery of customized workshops.
For each Service, the Firm’s fees are set in agreement with the Client, in accordance with Article 12-7 of the Internal Rules of the French National Association of Patent Attorneys (hereinafter referred to as “IR-CNCPI”).
Depending on the Service to be performed, the fees may be determined:
The Firm endeavours to determine fees on a flat-fee basis as often as possible. Fees take into account in particular the nature and complexity of the Service, its possible urgency, and the interests at stake, in accordance with Article 12-7 IR-CNCPI.
Fees determined on a flat-fee basis are fixed, provided that the Client does not subsequently introduce new elements that substantially alter the nature of the Service, for example a significant number of new embodiments during the drafting of a patent application. In such cases, the Firm undertakes to inform the Client that the initial flat fee must be revised.
At the Client’s request, the Firm may provide an estimated fee budget indicating the time expected to complete the Service. This estimated budget is provisional and is given for information purposes only. It does not constitute a contractual commitment for the invoicing of the Service. Indeed, the Service is invoiced on a time-spent basis. The estimated budget may be modified in particular due to unforeseen complexity of the Service (for example, a large number of documents to analyse for a search report), or due to new elements subsequently introduced by the Client that substantially alter the nature of the Service. In such cases, the Firm undertakes to inform the Client that the estimated fee budget must be revised.
The Firm’s fees do not include:
Costs are invoiced to the Client at actual cost, in full transparency. The Client may request from the Firm any supporting documentation regarding the costs incurred, in accordance with Article 12-7 IR-CNCPI. Depending on the Service, costs include in particular:
When the Service consists of delivering customized workshops, travel expenses are included.
Disbursements are invoiced to the Client to the exact euro, in accordance with Article 267 of the French General Tax Code. The Client may request from the Firm any supporting documentation regarding the disbursements incurred, in accordance with Article 12-7 IR-CNCPI. Depending on the Service, disbursements include in particular the fees and charges payable to the competent offices for granting industrial property titles.
At the Client’s request, the Firm may provide an estimated budget for costs and disbursements expected for the performance of a Service. This estimated budget is provisional and is given for information purposes only. It does not constitute a contractual commitment for the invoicing of the Service. Indeed, costs are invoiced at actual cost and disbursements are invoiced to the exact euro to the Client, and can therefore only be determined precisely after the Service has been performed.
The Firm may make the performance of a Service conditional upon the payment of an advance within a specified timeframe, in accordance with Article 12-7 IR-CNCPI. The advance covers all or part of the costs and disbursements to be incurred in performing the Service, as well as the Firm’s fees.
Failing full and effective payment of the advance within the specified timeframe, the Firm may decline to perform the Service, and disclaims any liability if the non-performance of the Service results in a loss of rights or any other prejudice to the Client.
The Firm may neither bear nor offer to bear the financial risks or costs of an operation or intervention for others, in accordance with Article 12-8 IR-CNCPI.
Every Service is the subject of an invoice issued in principle upon completion of the Service, in accordance with Article L.441-3 of the French Commercial Code and Article 489 of the French General Tax Code. Invoices are issued either directly by the Firm or by INNOV-GROUP. Payment methods are indicated on the invoice. The invoice distinguishes the Firm’s fees from costs and disbursements, and mentions sums previously received as advance payments, in accordance with Article 12-9 IR-CNCPI.
Unless otherwise agreed, every invoice is payable within thirty (30) days, without discount, from the date of issue of the invoice. In accordance with our positioning, we have chosen to depart from Article 12-7 IR-CNCPI, which provides that every invoice is payable upon receipt, in order to grant the Client a reasonable payment period.
When an invoice is paid after the expiration of the prescribed period, the Firm reserves the right to charge late payment penalties at a rate of ten percent (10%). Late payment penalties are due without any reminder being necessary, in accordance with Article L.441-6(I) of the French Commercial Code. Thus, a formal notice is not a required step to exercise the right to collect late payment penalties. The amount of late payment penalties (denoted Pr) is determined according to the following formula: Pr = M × 10% × N/365, where M is the total amount including all taxes (incl. VAT) of the invoice and N is the number of days of delay. The number N of days of delay is calculated taking as starting date the day following the expiration of the deadline, and as end date the day the payment is sent, the postmark serving as proof. In addition, the Firm reserves the right to charge a fixed compensation for recovery costs, in accordance with Article L.441-6(I) of the French Commercial Code. The amount is set at forty euros (€40), in accordance with Article D.441-5 of the French Commercial Code. When the actual recovery costs exceed the amount of this fixed compensation, the Firm may claim additional compensation, upon justification, in accordance with Article L.441-6(I) of the French Commercial Code.
The Firm accepts payment of its invoices through business support programs, such as those funded by BPI France, INPI or the Auvergne-Rhône-Alpes region.
The Firm may receive a mandate to act and sign in the name and on behalf of the Client for the purpose of filing and obtaining an industrial property title (patent, utility certificate) before a competent administrative authority. Such a mandate is specific and may not therefore be of a general nature. However, the Firm may receive and accept from the Client a general mandate for the purpose of filing industrial property titles before any competent administrative authority, in accordance with Article 13-3 IR-CNCPI.
Any mandate given to the Firm by the Client must be in writing. The mandate specifies the name and capacity of the Client and the purpose for which it is established.
The Firm undertakes to strictly comply with the purpose of the mandate and ensures that an extension of its powers is obtained from the Client if circumstances so require. If the Firm is unable to fulfil the mandate entrusted to it, the Firm shall inform the Client without delay.
The Firm undertakes to observe the rules of prudence and diligence required to safeguard the interests entrusted to it by the Client. The Firm undertakes to keep the Client informed of the progress of the proceedings and the deadlines for the performance of the Service. The Firm seeks the Client’s instructions whenever a decision must be made in a situation that could result in a loss of rights.
Unless otherwise agreed, the mandate ends when the grant of the title has become final.
Unless otherwise agreed, the scope of the mandate extends to the payment of maintenance fees for industrial property titles.
At the Client’s request, the Firm may provide an estimated deadline for performing the Service. The estimated deadline begins to run once the Client has provided all the information necessary for the Firm to properly perform the Service. This estimated deadline is indicative and does not constitute a contractual commitment on the part of the Firm. Any overrun of the estimated deadline by the Firm does not constitute grounds for the Client to contest the invoicing. The Firm undertakes to perform the Service within a reasonable timeframe given the available resources.
When the Service involves compliance with deadlines imposed by an administrative authority, the Firm may set a deadline for the Client to provide its instructions in due time to enable the proper performance of the Service. The Firm disclaims any liability if the Client’s instructions were received after the expiration of the prescribed deadline such that the Firm was no longer able to perform the Service with the necessary care. The Firm disclaims any liability if the non-performance of the Service results in a loss of rights or any other prejudice to the Client.
In addition to the case provided for in Article 3 of these GTC, the Firm is free, for reasons that are a matter of its sole conscience, to refuse to perform a Service, provided it informs the Client without delay and provides any information that may be required in an emergency, in accordance with Article 12-5 IR-CNCPI.
The Firm refuses to perform a Service when the Client has conflicting interests with another client of the Firm, in accordance with Article 12-2 IR-CNCPI, in particular when the confidentiality of information previously entrusted may be breached during the performance of the Service.
The Firm undertakes to deploy all necessary means to carry out the performance of the Service. In other words, the Firm is subject to a best-efforts obligation and not an obligation of result. Thus, for example, the Firm cannot be held liable for the non-grant of an industrial property title.
The Firm holds professional liability insurance covering negligence and errors committed in the exercise of its functions, as well as a guarantee specifically allocated to the reimbursement of funds, securities or valuables received, in accordance with Article L.422-8 of the French Intellectual Property Code. The Firm may provide a certificate upon request from the Client.
In all matters and for all Services, the Firm observes professional secrecy, in accordance with Article L.422-11 of the French Intellectual Property Code. This secrecy extends to consultations addressed or intended for the Client, professional correspondence exchanged with the Client, a fellow practitioner or a lawyer, meeting notes and, more generally, all documents in the file.
The Firm carries the Service entrusted by the Client through to completion, unless the Client withdraws the engagement. In accordance with Article 12-5 IR-CNCPI, the Firm is deemed to have been relieved of its engagement:
These GTC are governed by French law. In the absence of an amicable agreement between the Firm and the Client, the commercial court of the Firm’s registered office shall have sole jurisdiction, including in the event of a warranty claim and multiple defendants.