INLEX MONACO GENERAL TERMS AND CONDITIONS OF SERVICE
Inlex Monaco General Terms and Conditions of Service
Article 1. Introduction
These general terms and conditions of service (the “General Terms and Conditions of Service” or “GTCS”) set out the terms and conditions under which the intellectual property attorney firm, SARL MONACO INTELLECTUAL PROPERTY-M.I.PRO with registered office at Monte Carlo Sun Bâtiment E/F 74 bd d’Italie - 98000 MONACO, registered under RCI n° 09S05032 (the “Service Provider”), provides advisory, assistance and representation services to its clients (the “Client” or “Clients”) with a view to obtaining, maintaining, exploiting, defending or monetising industrial property rights, ancillary rights and rights over any related matters. These services include legal consultations, drafting of private agreements and computerised management of time limits (the “Services”).
These General Terms and Conditions of Service are comparable to general terms and conditions of sale and should be considered as general terms and conditions applicable both to advice and to services.
These General Terms and Conditions of Service are available on the website www.inlex-monaco.mc.
These General Terms and Conditions of Service apply, without restriction or reservation, to any instruction given to the Service Provider to carry out the Services and, in particular, to any order or purchase from the Service Provider of customised legal or administrative documents and/or provision of legal advice, regardless of how that instruction, order or purchase is delivered, including by post, email, telephone and/or via an Internet platform.
These GTCS are expressly approved and accepted by the Client, who declares and acknowledges that they are fully familiar with their contents and therefore agrees not to invoke any conflicting document, in particular their own general terms and conditions of purchase, which will be unenforceable against the Service Provider, even if the Service Provider was aware of them.
No special terms and conditions will prevail over these GTCS, except with the Service Provider’s prior written consent. Any conflicting terms or conditions raised by the Client (in particular, its own general terms and conditions of purchase) will therefore be, in the absence of the Service Provider’s express written acceptance, unenforceable against the Service Provider regardless of when those terms or conditions may have been brought to its attention.
Article 2. Conclusion of the Service contract
The Service Provider is engaged by the Client to carry out Services upon the occurrence of at least one of the following events:
- acceptance of the terms of engagement proposed by the Service Provider
- signing of the contract for the Service Provider
- transmission of written instructions entrusting the Services to the Service Provider
- payment of any partial or total down payments requested by the Service Provider
- written confirmation from the Service Provider following an oral exchange, which is not contradicted by the Client within 24 hours
The Service Provider will only carry out a Service if the Client accepts the Service Proposal, which will, where applicable, be accompanied by an estimate of the respective costs and lead times. This prior acceptance may be expressed in writing or orally, depending on the working practices existing between the Service Provider and the Client. Any order confirmation by the Service Provider that is not contradicted in writing by the Client within 24 hours will be deemed to be a firm instruction.
The Service Proposal contains the special conditions that modify and/or supplement these General Terms and Conditions. In the event of discrepancy between these General Terms and Conditions and any service proposal, the latter will prevail in determining the Client’s and Service Provider’s respective rights and obligations in this context.
If a Service Proposal is drawn up which requires a specific preliminary study or meetings with the Service Provider but the natural or legal person requesting the Service Proposal does not subsequently order the Service, that person may be charged for the work done.
Proposals, offers and quotations are only valid for the period indicated on the document or, failing that, for two months following their date of issue, and are understood to be issued in accordance with these GTCS.
Any changes to the Service which are requested by the Client will only be taken into consideration if they are notified in writing within a reasonable period of time and after the Client has approved a new specific quotation and any price adjustment has been agreed.
Inlex Monaco cannot be held in any way responsible for any delay in carrying out a Service owing to late receipt of acceptance from the Client in due and proper form.
Article 3. Provision of the Service
The Service Provider will do everything possible to ensure that the Services are carried out properly.
Because of the nature of certain Services, lead times may need to be agreed in advance by the parties.
The Client acknowledges that industrial property rights are acquired as a result of following specific national, international or foreign procedures, which sometimes last for several years, and that maintaining and protecting these rights incurs costs.
The Service Provider carries out certain services in accordance with a legal authority given by clients to intellectual property offices. This authority may be implied or express. The scope of this authority varies from case to case and any authority granted to file an application for an industrial property right also includes authority to pay the relevant fees and to undertake the official examination procedure until registration is granted. The legal authority, whether implied or express, ends when the intellectual property right is granted, unless there is a specific agreement to continue the authority, especially for the payment of maintenance fees (annuities).
The Service Provider usually represents its clients at DPI and WIPO intellectual property offices and before certain national offices and generally uses foreign agents to represent clients at foreign local offices. In the latter case, the Service Provider carefully selects the agents instructed but cannot be held liable in the event of any failure on the part of its foreign agents.
The Service Provider may consider itself released from any liability for failure to observe lead times in the following cases:
- If the Client does not provide the necessary information or any other information for which the Client is responsible, or does not provide that information in good time.
- If the Client does not comply with the payment terms.
Article 4. Access to a client area
As part of the Services provided, the Client is given individual access for each user to a Client Area accessible via this link https://sherpa.inlex-monaco.mc/#/login
The Client and each individual user are responsible for keeping their login details (email address and password) confidential. Each user alone is responsible for the use of their Client Area and their login details. Any use of the Client Area or connection made to the Client Area or exchange of data via the Client Area will be presumed to have been made by the user and under the Client’s exclusive responsibility, unless duly substantiated evidence to the contrary is sent in writing to the Service Provider. The parties agree to refer exclusively to the access logs kept by the Service Provider.
The Service Provider will not be liable for loss or disclosure of one or more login details by the Client and, in the absence of prior objection duly notified in writing, for the harmful consequences of the use of the Client Area by an unauthorised person.
The Client is responsible for informing the Service Provider immediately if one of its user staff members who have access codes to the Client Area leaves the company so as to enable the Service Provider to deactivate the access codes in question.
Article 5. Liability
The Service Provider will do everything possible to ensure that the Services are carried out properly. Inlex Monaco will therefore make its best endeavours to carry out the tasks entrusted to it by its Clients but will not be bound by an absolute obligation regarding those tasks.
The Service Provider has taken out a professional indemnity insurance policy covering all Services and will hand over a certificate of that insurance at the Client’s request. Any event known to the Client which may have public liability consequences must be brought to the Service Provider’s attention immediately, so that appropriate measures can be taken.
If our company is found liable as a result of an error or omission in the search result, our liability is limited to a sum ten times the cost of our service.
The Service Provider assumes no liability for services provided by third parties, particularly where the third party is expressly chosen by the Client.
The Service Provider will not be liable under any circumstances for any direct or indirect or financial losses suffered by the Client, including loss of turnover, contracts, customers, opportunities, reputation or profits.
The Service Provider cannot be held liable for any delay or suspension of the performance of the Service for reasons attributable to the Client, or in the event of force majeure.
Article 6. Term of the contract
The Contract is concluded for an indefinite period. Either party may terminate the Contract at any time subject to giving reasonable notice.
Unless otherwise agreed, the Service Provider will be released from all Services for which it had been commissioned by the Client with effect from receiving the notice of termination.
Upon termination of the Contract, the Client must immediately pay all outstanding invoices owed to the Service Provider.
If the Client fails to pay the fees, costs and/or charges invoiced by the Service Provider, the Service Provider may, after giving due notice to the Client, withdraw from the Contract and stop performing all Services for which it was engaged by the Client.
Any decision to end the Contract made either by the Client or Inlex Monaco must be formalised in a registered letter with acknowledgement of receipt, failing which that decision will not be enforceable.
The Service Provider will keep the Client’s files in electronic format only in observance of the statutory retention periods.
Unless otherwise agreed with the Client, the Service Provider will not keep any original documents or official documents during the course of the mandate. These will be sent to the Client and responsibility for keeping them will lie with the Client alone.
Article 7. Financial terms
A fee agreement may be drawn up between the Service Provider (or one of its companies) and the Client. If no fee agreement is drawn up, the Service Provider will provide its Clients with a fee schedule indicating the customary fees and fixed charges for its main services and will, where applicable, indicate the terms on which these will be reviewed annually.
Services not listed on the fee schedule will be charged according to the time spent by the Service Provider’s staff and the level of expertise required depending on the nature and complexity of the work to be carried out.
Any necessary travel expenses incurred by the Service Provider’s staff in carrying out the Services will not be included in the above fees. These will be reimbursed to the Service Provider upon presentation of invoices.
Official charges are set by the IP Offices and may change at their own initiative, sometimes with immediate effect. These will be shown in the invoices for their exact amount on the day of invoicing.
Quotations drawn up by the Service Provider for the Client are calculated on the basis of information known at the time they are drawn up and cannot, unless expressly agreed in writing by the Service Provider, be considered as firm amounts to be billed. Quotations are therefore stated exclusive of VAT and as indicative amounts, as they may vary depending on the work to be carried out by both the Service Provider and its foreign correspondents, on currency fluctuations and on the charges applicable on the date the Service Provider carries out its work. Furthermore, they do not generally include sundry costs such as legalisation and translation, costs of obtaining and handing over additional documents, which may be required by the authorities. Quotations do not take into account any subsequent difficulties that may be encountered in carrying out the Service. They have a limited period of validity.
Invoices are payable within 30 days (end of month) of the issue date, net and without discount. If any invoice is disputed by the Client, this will not constitute justification to unilaterally suspend payments or make deductions or carry out offsetting.
The Service Provider reserves the right to demand:
- Full and immediate payment before carrying out the Service.
- Payment guarantees.
The Service Provider may, where applicable, request advance payment of a proportion of the fees specified or estimated for the service to be performed as well as advance payment of official charges. In this case, the Service Provider will send the Client a down payment request including VAT. The Service will not start until the down payment requested has been collected, regardless of the consequences for the Client, in particular if this means that a time period is exceeded.
The Service Provider will issue an invoice as soon as possible after the service has been completed. If, on account of its nature, the service is performed over a long period of time, interim invoices may be issued. The Service Provider’s invoices will immediately (and without the need for the Client’s prior approval) reflect any increase or decrease in official charges, even if these changes occur after the Client’s acceptance of the quotation.
For procedures requiring the involvement of an agent authorised to appear before a foreign intellectual property office, the Service Provider will pass on the expenses incurred by this foreign agent with the addition of administrative, accounting and bank charges.
If the Client fails to pay any sum owed on its due date, the following will automatically apply without prior notice of default:
- All other sums owed or all other outstanding invoices will immediately fall due for payment,
- The Service will be suspended or, at its choice, the Service Provider will demand early payment of any order in progress.
If payment is made after the due date, late payment penalties will be calculated from the due date until the day of actual payment. The rate of these late payment penalties will be 15% and will apply to the price (including VAT) of the services shown on the invoice. The Client will be liable for late payment penalties upon simple request by the Service Provider, without the need for any reminder. The sum of €55 will also be charged as fixed compensation for recovery costs.
The costs incurred in any proceedings initiated with a view to legal recovery of the sums owed will be borne by the Client.
Any dispute concerning the invoice amount will only be admissible if it is raised within fifteen (15) days of the date on which the Client receives the invoice in question.
Article 8. Professional secrecy and confidentiality
Throughout the duration of the contract and upon the expiry thereof, the Service Provider will keep confidential and not disclose any information or documents concerning the Service and will distribute them only to persons who need to be familiar with their contents in order to carry out the Service.
Therefore, the Service Provider will keep confidential all documents and information handed over by its Clients and will not reveal their contents to any third party other than any other service providers commissioned to carry out some of the Services.
This secrecy applies to correspondence sent to or intended for the Client, information and documents exchanged with the Client, a colleague or a lawyer, interview notes and, more generally, to any aspect of the work carried out in respect of a Service.
It is emphasised that the Service Provider will not be deemed to have made any disclosure contrary to professional secrecy if it disclosed information in the circumstances laid down by law, and for the strict requirements of its own defence.
Article 9. Personal data
In carrying out the Services, the parties may process personal data for various purposes, including management of their commercial relationship, supply of the Services and browsing by the Client on the Service Provider’s website.
These processing operations are subject to the laws and regulations applicable to personal data protection, in particular Act No 1.165 of 23 December 1993 on personal data protection and EU Regulation No 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
The parties to the Contract declare that they understand their rights and obligations under the applicable laws and regulations on personal data protection and agree to process personal data collected under the Contract in accordance with those laws and regulations.
In particular, the Client and the Service Provider agree to process personal data collected under the Contract fairly, lawfully and transparently in all circumstances.
The parties to the Contract declare that they have fulfilled, and will continue to fulfil throughout the duration of the Contract, all of their obligations arising from the applicable personal data laws and regulations and, in particular, the obligation to obtain any authorisation from the competent authorities and/or to obtain any necessary consent from data subjects for the implementation of personal data processing operations.
It is emphasised that (i) the Service Provider and the Client act as independent controllers for the personal data that they respectively process for the purposes of managing their commercial relationship, and (ii) the Service Provider is considered to be the controller of the Client’s personal data collected for the purposes of providing the Services and relating to the Client’s browsing on the Service Provider’s website.
Article 10. Applicable law
These General Terms and Conditions of Service and the entire mandate entrusted to the Service Provider by the Client are governed by Monegasque law and by the professional rules governing IP attorneys.
Any disputes will be referred to and handled either by the Court of First Instance of Monaco, even if there is more than defendant or if a third party is joined to the proceedings.
The Client and the Service Provider will make every effort to seek an amicable solution to any dispute that may arise from the formation, interpretation or performance of the mandate and these General Terms and Conditions of Service.
If an amicable solution cannot be agreed within one (1) month of the date on which a first written notification concerning the dispute is sent by either of the parties to the other, the dispute will be referred to the exclusive jurisdiction of the courts of Monaco, even if there is more than one defendant or if a third party is joined to the proceedings.