GeneralTermsofService

1.1These general terms of service (hereinafter referred to as the "General Terms of Service") are intended to determine the terms and conditions under which VIE-IP, a simplified joint-stock company with a sole shareholder, registered with the Nantes Trade and Companies Registry under number 938125598, with a share capital of 1,000 euros, whose registered office is located at 11 rue des gabares 44680 SAINT MARS DE COUTAIS, France, hereinafter referred to as the "Service Provider" provides its clients (hereinafter the "Client") with advisory, assistance and representation services for obtaining, maintaining, exploiting, defending or valorizing industrial property rights, ancillary rights and rights relating to all related matters, these services including legal consultations and drafting of private deeds (hereinafter the "Services"). These "General Terms of Service" are analogous to general terms of sale and are to be considered both as general advisory conditions and general service provision conditions.

1.2These "General Terms of Service" apply to services performed by VIE-IP on behalf of and for the account of the "Client". These "General Terms of Service" are available on the website www.vie-ip.com.

1.3These "General Terms of Service" apply, without restriction or reservation, to any mandate given to VIE-IP for the performance of "Services" and in particular to any order or purchase from VIE-IP of personalized legal or administrative acts and/or legal consultation services, regardless of the method of ordering, including by postal or electronic mail, by telephone and/or through an internet platform.

1.4These "General Terms of Service" define the mutual and/or reciprocal obligations of VIE-IP and the "Client".

1.5These "General Terms of Service" are expressly accepted by the "Client", who declares and acknowledges having fully read them when the quote or invoice refers to them and they are available online on the VIE-IP website www.vie-ip.com, upon the occurrence of at least one of the following events:

1.6The "Client" waives the right to rely on its own general purchasing conditions, and in particular all its conflicting provisions, which shall not be enforceable against the "Service Provider", even if the latter was aware of them.

1.7No special condition may, unless previously accepted in writing by the "Service Provider", prevail over these "General Terms of Service". Any exception or derogation from these "General Terms of Service" requested by the "Client" therefore requires prior written agreement from the "Service Provider".

1.8VIE-IP reserves the right to make any necessary modifications to these terms at any time and without notice, for example to comply with legal, regulatory or professional conduct provisions relating to the organization of the practice of Industrial Property Attorneys and/or European representatives before the EUIPO and/or the EPO.

1.9The potential nullity or lapse of any clause of these "General Terms of Service" shall not affect the validity of the other clauses.

1.10The fact that the "Service Provider" does not invoke these "General Terms of Service" at any given time shall not be interpreted as a waiver of the right to invoke them subsequently.

2.1VIE-IP typically performs various types of missions and services, such as legal or technical-legal consultations, procedures to prepare, obtain, maintain industrial property titles, defend, assert, contribute to defending or asserting industrial property titles or intellectual property rights, audit and valuation operations for titles or title portfolios, or registration and regularization formalities for industrial property titles, with national, regional or international intellectual property offices. VIE-IP, as an Industrial Property Attorney, is bound to strictly comply with the legal and regulatory provisions of Articles L. 422-1 to L. 423-2 and R. 422-1 to R. 423-2 of the French Intellectual Property Code and the provisions of the internal regulations of the National Company of Industrial Property Attorneys.

2.2Regarding the protection of personal data, the "Client" is informed that VIE-IP implements personal data processing (surname, first name, postal address and email address) to enable it to manage, invoice, and monitor its "Clients'" files and conduct electronic prospecting. This data is necessary for proper file and "Client" management and is intended for authorized VIE-IP services. VIE-IP strives to comply with the provisions of the Data Protection Act and the European Data Protection Regulation, within the limits of obligations required by certain trademark and patent offices, particularly regarding information about inventors designated in patent applications or individual applicants. Under the conditions defined by the Data Protection Act and the European Data Protection Regulation, individuals have a right of access to their data, rectification, inquiry, limitation, portability, and erasure. Data subjects also have the right to object at any time, for reasons relating to their particular situation, to processing of personal data based on VIE-IP's legitimate interest, as well as a right to object to commercial prospecting. They also have the right to define general and specific directives defining how they wish the above-mentioned rights to be exercised after their death. To exercise these rights, data subjects may contact VIE-IP's Data Protection Officer at any time by email at: contact@vie-ip.com or by post at: 11, rue des gabares 44680 Saint Mars de Coutais, France, accompanied by a copy of a signed identity document.

2.6Before agreeing to perform any service for a new client or new matter, VIE-IP verifies the absence of any conflict of interest regarding the matter entrusted or the intervention to be carried out, in accordance with the provisions of the CNCPI internal regulations (Rules 12.1 and 12.2). Depending on the case, VIE-IP may be required either to decline a new matter or new client or to withdraw from an ongoing matter, or to act as amicable negotiator if this option is feasible in agreement with both parties.

3.1VIE-IP performs certain services under a representation mandate given by clients before intellectual property offices. This mandate may be tacit or express. Its scope depends on the specific case, and any mandate relating to filing an application for obtaining an industrial property right also extends to the payment of related fees and the official examination procedure until the grant or registration of the title. The representation mandate, whether tacit or express, ends upon the grant of the title, unless there is a specific agreement for its continuation, particularly for the payment of maintenance fees (annuities).

3.2VIE-IP usually represents its clients before the INPI, EPO, WIPO, and EUIPO offices, as well as before certain national offices, and generally uses foreign agents for the effective representation of client procedures before foreign local offices. In the latter case, VIE-IP carefully selects the agents to whom it entrusts missions. VIE-IP cannot be held liable in the event of failure by its foreign agents.

3.3Before certain offices, the client must sign a power of attorney in favor of VIE-IP and/or in favor of a foreign agent representing the client before a foreign office. For INPI, EPO, WIPO, and EUIPO, a signed power of attorney is generally not required.

4.1The "Client" undertakes to accurately communicate to VIE-IP the identification of the client entity in its components, including: principal, rights holder, invoiced entity, these components being combined or separate depending on the case. Preferably, before any mandate is taken, the Client will provide its Kbis extract, a copy of its articles of association or any document proving its identity, and where applicable its intra-community VAT number.

4.2In cases where co-ownership of rights and/or co-payment is provided for, and unless otherwise provided in a co-ownership agreement or regulation to be provided to the "Service Provider", the identified principal is then considered as VIE-IP's sole contact. Any invoicing to be addressed to a third party who is not the principal must have been expressly consented to in advance by that third party.

4.3The "Client" undertakes to provide VIE-IP with all documents and information necessary for the execution of its missions and expected services. The documents and information provided by the client must be complete, accurate and sincere.

4.4The necessary information and instructions must be provided to VIE-IP before the expiry of the prescribed deadline within a reasonable time considering the work time necessary for the execution of the service. All "Client" instructions must be given in writing or confirmed in writing as soon as possible, by email(s) or mail(s). Otherwise, VIE-IP cannot be held liable for any non-execution or late execution. A default instruction method may be agreed upon in advance with the "Client".

4.5The "Client" undertakes to immediately inform VIE-IP of any change concerning its organization, contact details, capital links or any collective proceedings or threat of collective proceedings it may face.

4.6Quotes, legal consultations, audit reports and, in general, all working documents prepared and submitted or sent by the "Service Provider" to the "Client" for the purpose of the mission are covered by professional secrecy, trade secrets and the intellectual property rights attached thereto belong to VIE-IP. The "Client" therefore refrains, unless expressly authorized in advance by VIE-IP, from any reuse and/or transmission to third parties of documents prepared and transmitted by VIE-IP in the course of executing its mission or performing any service.

5.1.1A fee agreement may be established between VIE-IP and its "Client". Otherwise, VIE-IP makes available to all its "Clients" a rate schedule indicating the usual fees and flat rates for its main services and, where applicable, the annual revaluation conditions.

5.1.2"Services" not subject to a rate schedule are billable based on time spent by VIE-IP members according to the level of qualification required by the nature and complexity of the work to be carried out.

5.1.3Travel expenses of VIE-IP members necessary for the performance of "Services" are not included in the fees referred to in points 5.1.1 and 5.1.2. They will be reimbursed to VIE-IP upon presentation of invoices.

5.1.4Official fees are set by the Offices and may change at their sole initiative, sometimes with immediate applicability. They are passed on in invoices at their exact amount on the date of invoicing.

5.1.5Quotes established by VIE-IP for the "Client" are calculated based on information known at the date of their preparation and cannot, unless expressly agreed and mentioned by VIE-IP, be considered as firm billing agreements. They are therefore given excluding taxes as an indication, as they may vary depending on the work to be invested by both VIE-IP and its foreign correspondents, currency fluctuations, and rates applicable on the date VIE-IP begins its mission. Moreover, they generally do not include various costs such as legalization, translations, obtaining and providing additional documents that may be required by Administrations. These quotes also do not prejudge subsequent difficulties that may be encountered in the execution of the mission. They have a limited validity period.

5.2.1VIE-IP may, where applicable, request advance payment of part of the fees provided or quoted for the service to be performed as well as advance payment of official fees. A request for an advance including taxes is then sent by VIE-IP to the "Client". The start of service execution is then subject to prior receipt of the requested advance, regardless of the consequences for the "Client", particularly if this involves exceeding a deadline.

5.2.2VIE-IP issues an invoice as soon as possible after the service is performed. When, due to its nature, the service is performed over a significant period, interim invoices may be issued. VIE-IP invoices will immediately reflect, without the need for prior approval by the "Client", any increases or decreases in official fees, even if they differ from those stated in the prior quote.

5.2.3For procedures requiring the intervention of an authorized agent before a foreign intellectual property office, VIE-IP re-invoices the disbursements of this foreign agent with the addition of administrative, accounting and banking processing fees.

5.2.4VAT will be applied to the amount excluding taxes of invoices at the legal rate in force. Certain exceptions may apply in the case of cross-border invoicing and/or simple payment of taxes.

7.1Obligation of means. VIE-IP undertakes to implement all means necessary for the proper execution of "Services". VIE-IP is therefore invested, for the execution of missions entrusted to it by its "Clients", with a simple obligation of means.

7.2Liability and insurance. VIE-IP has taken out an insurance policy for professional civil liability which covers all "Services" and undertakes to provide a certificate upon simple request from the "Client". Any event known to the "Client" likely to have consequences in terms of civil liability must be brought to VIE-IP's attention without delay by the "Client", in order to allow the latter to take any appropriate measures. In any event, the amount of any compensation charged to the "Service Provider" may not exceed the cost of the invoicing including taxes paid by the "Client". VIE-IP assumes no liability in relation to services provided by third parties, particularly when the third party is expressly chosen by the "Client". Under no circumstances shall VIE-IP be held liable for compensation for direct or indirect and intangible damages suffered by the "Client", including loss of turnover, contracts, customers, opportunities, reputation, or profits. VIE-IP's liability cannot be engaged in the event of delay or suspension of the mission execution attributable to the "Client", or in the event of force majeure.

9.1These "General Terms of Service" are governed by French law and are subject to the rules of the Industrial Property Attorney profession governed by the French Intellectual Property Code. Any contentious matters will be presented and handled, as the case may be, before the CNCPI disciplinary commission or before the Paris Judicial Court, notwithstanding the plurality of defendants or warranty claims.

9.2In the presence of a "Client" having the status of consumer client within the meaning of the preliminary article of the French Consumer Code (the "Consumer Client"), a mediation procedure may apply under the conditions set out in Articles L. 611-1 et seq. of the French Consumer Code. Thus, in the event of disagreement between the Firm and the "Consumer Client" on the conduct of a file and failing to have found an amicable solution, it is specified that the "Consumer Client" has the right to have recourse free of charge to a consumer mediator with a view to amicably resolving the dispute with a professional.