IPSILON SAS registered in the PARIS Trade and Companies Register under number 433 960 127, with its registered office at 12 avenue d’Italie 75013 Paris (hereinafter referred to as "IPSILON"), offers intellectual property consulting services, including advice, assistance, auditing, research, representation and drafting of documents with a view to obtaining, maintaining, exploiting or defending industrial or intellectual property rights, related rights, particularly in the field of patents, trademarks, designs and models, software, domain names and copyrights, as well as other associated or related services to intellectual property (hereinafter referred to as the "Services").

The purpose of these general terms and conditions of services and consulting (hereinafter the "General Terms and Conditions") is to determine the terms and conditions under which IPSILON provides Services to its clients (hereinafter the "Client(s)"), and to define the respective obligations of IPSILON and the Client in this context.

1- General Provisions

These General Terms and Conditions are deemed expressly accepted by the Client when the latter entrusts the performance of Services to IPSILON. To eliminate any ambiguity, this results in particular from (i) the acceptance of the quotation or the conditions of intervention proposed by IPSILON, or (ii) the signature of a mandate or fee agreement with IPSILON, or (iii) the transmission of written instructions to IPSILON for the performance of the Services, or (iv) the payment of a request for advances payment issued by IPSILON.

The Client declares and acknowledges that it is fully aware of the General Terms and Conditions as soon as the quotation or invoice refers to them, and that they have been made available to it or can be consulted online on the IPSILON website (https://www.ipsilon-ip.com).

The General Terms and Conditions apply, without restriction or reservation, to any mandate entrusted to IPSILON for the performance of Services, and the Client waives the right to invoke any general or special terms and conditions, which shall be unenforceable against IPSILON, except in the event of prior written agreement between the parties.

2- Ethics

IPSILON and all its employees, in their capacity as Intellectual Property Attorneys, are bound by the legal and regulatory provisions of the French Intellectual Property Code and the Internal Regulations of the Compagnie Nationale des Conseils en Propriété Industrielle (CNCPI). Employees authorized as European Patent Attorneys are also bound by the Code of Conduct of the Institute of European  Attorneys.

Consequently, relations and exchanges between IPSILON and the Client are of a privileged nature, and are subject to the rules of French law and professional ethics in force, particularly with regard to confidentiality, professional secrecy and conflicts of interest. IPSILON is therefore bound to maintain a high standard of discretion and to strictly observe professional secrecy.

Prior to accepting a mandate to perform Services for a new client or a new business, IPSILON is required to verify the absence of any conflict of interest. Should these verifications reveal the existence of a conflict of interest, IPSILON reserves the right to decline the said mandate and may direct the Client towards other possible alternatives.

3- Conditions of performance

3.1 - Mandate and representation

In order to perform certain Services, IPSILON may be required to act as the Client's representative before industrial property offices. The scope of this mandate may vary according to the Services entrusted to IPSILON. In principle, the mandate to obtain an industrial property right is effective until the title is issued or registered by the industrial property office, and includes the completion of all necessary formalities, including the payment of related fees. If the parties agree, this representation mandate may be maintained for the payment of maintenance fees (annuities) or the renewal of said titles.

IPSILON may entrust the performance of part of the Services to an external service provider and/or correspondent, if it deems this useful or necessary, particularly in the context of foreign procedures requiring the intervention of a local agent. In such cases, IPSILON may ask the Client to provide a power of representation for the benefit of a foreign agent in order to enable the latter to intervene. In any event, IPSILON cannot be held responsible in the event of the failure of one of its foreign correspondents.

3.2 - Client obligations

Given the nature of the Services, the Client acknowledges that its full and loyal cooperation with IPSILON represents an essential element in the smooth running of their collaboration. Consequently, the Client agrees to provide IPSILON in writing with all information and instructions necessary for the proper performance of the Services, and in particular with full data and information on the matter in question, its intentions, previous developments in the matter and any publications or facts that may become known and which are relevant to its purpose. In particular, it undertakes to respond diligently to all communications from IPSILON and to provide it with all required information before the expiry of the deadlines communicated to it.

The Client shall do everything necessary to keep IPSILON informed without delay of any change or development concerning the information previously communicated or the business as a whole.

The Client shall be solely liable for any damage resulting from erroneous, incomplete or late information. In the absence of a complete and adequate response from the Client, if necessary before the expiry of the deadline indicated by IPSILON, the latter may suspend the performance of the Services in whole or in part and shall not be held liable for any resulting damages directly or indirectly suffered by the Client

In order to ensure the proper conduct of its business, the Client shall provide IPSILON with the identification details of the client entity, and in particular the following elements: principal, rights holder, entity to be invoiced. Preferably before taking on any mandate, the Client must provide a K-bis extract and its intra-Community VAT number.

The Client must also promptly inform IPSILON of any internal changes, including changes in organization, management, control, or in the event of the initiation of insolvency proceedings against them.

3.3 - IPSILON commitments

IPSILON will use reasonable efforts to perform the Services conscientiously and diligently, in accordance with professional standards, and in compliance with applicable laws and regulations.

In particular, IPSILON performs the Services in compliance with the obligation of confidentiality and professional secrecy imposed on all Industrial Property Attorneys.

Unless a deadline is expressly agreed with the Client, IPSILON is only obliged to perform the Services within the most reasonable deadlines and according to its availability. These deadlinesare provided for information purposes only, any excess cannot be considered as a breach of its obligations, nor justify the contestation of the amount due for the Services.

As certain Services are subject to an execution deadline imposed by an administration and/or the regulations in force in the field of industrial property, the Client is required to provide all information and instructions in good time in order to comply with the deadlines imposed and to enable IPSILON to carry out its mission with all due care. The Client shall be solely liable for any damages (including loss of rights) that may result from instructions received after a deadline or prior to a deadline but in a period of time too short to allow IPSILON to perform the Services.

Exceptionally, in the event that urgent action is required to preserve the Client's rights or interests, IPSILON may, at its own discretion, act on its own in the absence of express instructions from the Client. In this case, the Client will be liable for any fees, costs or expenses incurred by such action.

In the event that the Services involve the participation of a third party (joint ownership of rights, sharing of costs, etc.), IPSILON may request the appointment of a joint representative from whom instructions will be collected and invoices sent. By way of exception, and in the event of the agreement of all parties involved, IPSILON may receive instructions from each party and send invoices to them individually. In any event, it is understood that the Clients will be jointly and severally liable for the fees and expenses incurred by their joint case.

The Client is informed that, unless expressly objected to in writing, IPSILON’s staff may use tools based on artificial intelligence in the performance of the Services. Any documents or elements generated in whole or in part using such tools are subject to review and validation by a qualified IPSILON professional prior to being communicated to the Client. The use of artificial intelligence tools shall neither replace nor delegate IPSILON’s professional judgment or liability. IPSILON remains fully responsible and ensures that such tools provide sufficient guarantees in terms of confidentiality and data security within the meaning of Article 32 of the General Data Protection Regulation. IPSILON has implemented an internal AI Code of Conduct governing security, confidentiality, accountability and quality control, which the Client may request to review. In the event of the Client’s objection to the use of artificial intelligence tools for all or part of the Services, IPSILON undertakes not to use them in the relevant matters.

3.4 - File management

Unless specifically instructed otherwise, IPSILON and the Client usually communicate electronically (e-mail). Client instructions are received from 9:00 am to 5:00 pm (GMT + 1) Monday to Friday, except on public holidays. Communications received outside these hours will only be processed on the next working day.

IPSILON uses an electronic filing and archiving system, and certain documents may be scanned on receipt, it being understood that the retention period complies with legal requirements. However, the Client remains solely responsible for the preservation and archiving of his file documents. IPSILON reserves the right to retain any document or material until payments due have been made.

If the Client :

(a) requests the transfer of a file to another firm (or vice versa), or

(b) requests to obtain all documents relating to a file for its own needs or those of another firm,

then IPSILON reserves the right to charge for these transfer and/or de-archiving services.

IPSILON is not obliged to keep files that have been transferred or that relate to extinguished rights (e.g. an abandoned patent, a non-renewed trademark) from the date on which the file ceases to be active.

In the event of instructions from the Client to abandon a file, IPSILON will take all necessary steps to inform any third parties concerned, in particular its foreign correspondents. In the event of abandonment of a file, IPSILON may invoice any work related to this file that has not been invoiced at the date of abandonment.

In the event that the Client instructs IPSILON to abandon a file, IPSILON is released from any obligation to transmit to the Client any official communications that it may receive, and may not be held liable in this respect.

All reports, consultations, opinions and, more generally, documents drawn up by IPSILON within the framework of the Services are strictly covered by professional secrecy, it being specified that all intellectual property rights attached thereto are the exclusive property of IPSILON. Consequently, the Client may not re-use them or pass them on to third parties without IPSILON's prior written authorization.

4- Financial terms and conditions

4.1 - Fees

The Services provided by IPSILON are, in principle, invoiced in the form of fees by application of an hourly rate or on the basis of a predefined fixed price. The method of invoicing is agreed upon when IPSILON's terms and conditions are validated.

In addition, IPSILON provides its clients with a price list indicating the fees or rates for its standard services, which may be modified or revised at IPSILON's discretion.

The quotes and estimates provided to the Client are calculated based on the information available at the time of their issuance and, unless expressly agreed and stated by IPSILON, cannot be considered firm pricing agreements. The prices mentioned in any quote or service proposal are net and exclusive of taxes.

The fees invoiced are determined according to the number and quality of IPSILON members in charge of performing the Services, the difficulty and urgency of the assignment, the nature of the Services performed and/or the time required to perform them. Exceptionally, the parties may agree on an additional fee based on the result obtained.

IPSILON cannot be held responsible for the loss of any industrial or intellectual property rights or titles resulting from the Client's delay in paying the funds required to register, maintain or renew these rights.

4.2 - Expenses, taxes and external fees

IPSILON's fees do not include external expenses, taxes, official fees and charges (in particular those incurred with foreign correspondents) incurred for the purposes of performing the Services. Similarly, any additional costs relating to legalization, translations, obtaining and supplying additional documents that may be required may be added to the amount of the Services.

In particular, the Client is informed that official fees are set by industrial property offices and may change at their discretion.

All external fees, charges, taxes and royalties will be invoiced to the Client, in addition to IPSILON's fees, and may be increased to cover any administrative, accounting and banking costs associated with their processing.

4.3 - Provisions

IPSILON reserves the right to request advance payment of all or part of the fees and additional charges or taxes incurred in the performance of the Services. This advance payment request will be the subject of an invoice, inclusive of all taxes, sent to the Client. Performance of the Services is then strictly subject to receipt of the relevant payment.

4.4 - Invoicing

IPSILON draws up and issues an invoice upon completion of the Services. The invoice shall indicate any sums already paid by the Client as advance or interim payments. VAT, if applicable, will be applied to the amount of the invoice, exclusive of tax, at the legal rate in force.

Invoices are payable on receipt, net and without discount.

Any dispute concerning the amount of the invoice is only admissible if it is made within one month of receipt of the invoice by the Client. No dispute shall entitle the Client to suspend payment or to make deductions or set-offs.

Any sum unpaid on its due date will automatically, and without prior notice, incur a penalty of late payment interest and collection costs in accordance with current legislation. The penalty is calculated on the total amount due, exclusive of tax, up to the date on which the said amount, inclusive of all taxes, has been paid in full, regardless of any advance payments made. The penalty for an incomplete month is due for the entire month. The costs inherent in any procedure undertaken with a view to the contentious recovery of sums due shall be borne by the Client.

In the event of non-compliance with the above terms of payment, IPSILON also reserves the right to suspend or cancel the supply of the Services ordered by the Client, to suspend the performance of its obligations, to reduce or cancel any discounts granted to the Client and to demand immediate payment of any other invoice not yet due.

5- Liability

IPSILON will use its best efforts to ensure the proper performance of the Services, so that its liability is limited to an obligation of means.

IPSILON disclaims all liability for errors or omissions in prior art searches, technology monitoring, patent, trademark, design or domain name surveillance, provided that the appropriate diligence has been observed in the performance of such services.

Subject to its consulting obligations, IPSILON is not responsible for the Client's choices or the use of the Services provided. In particular, the Client is solely responsible for the choice of industrial or intellectual property titles acquired through IPSILON, and consequently undertakes not to exercise any recourse against IPSILON in this respect.

IPSILON cannot be held liable for damage caused by or due to the intervention of third parties, in particular damage caused by the use of third-party products or services at the Client's request.

IPSILON has taken out and maintains a professional liability insurance policy covering all Services, and undertakes to provide a certificate upon request by the Client. Any event likely to have consequences in terms of civil liability must be brought to the attention of IPSILON without delay by the Client, to enable the latter to take any appropriate action.

In any event, the amount of any compensation payable by IPSILON may not exceed the cost of the invoice paid by the Client, inclusive of all taxes. Under no circumstances shall d'IPSILON be held liable for compensation for indirect or consequential damages suffered by the Client, in particular loss of sales, contracts, clientele, opportunity, reputation, profits or production.

6- Force majeure

IPSILON shall not be held liable for any damages caused directly or indirectly by force majeure. The performance of the parties' obligations will be suspended in the event of a force majeure event likely to prevent or delay the performance of the contractual obligations of one of the parties.

Force majeure is defined as any event beyond the control of the party invoking it, and which it could not have prevented. Cases of force majeure include, but are not limited to: strikes within the Client's organization or a third party required for the execution of a Service (such as an Intellectual Property Office), the unavailability of a public service, an event disrupting public order and/or logistical or IT networks, epidemics or pandemics, etc.

7- Money laundering prevention

In accordance with French and European regulations on the prevention of money laundering, IPSILON may be required to verify certain information about the Client (identity, number and organization of legal structures, any partners, beneficial owners, etc.) in order to pass it on to the relevant authorities.

8- Protection of Personal Data

In accordance with Regulation (EU) 2016/679 of 27 April 2016 on data protection (GDPR) and the amended French Data Protection Act of 6 January 1978 (“Informatique et Libertés”), the Client is informed that IPSILON, in its capacity as data controller, implements processing of personal data (surname, first name, postal address and email address) for the purposes of:

• managing files and performing the Services entrusted by the Client;
• invoicing and managing the contractual relationship;
• compliance with applicable legal and regulatory obligations;
• electronic prospecting, unless the Client objects.

These data are intended for authorized IPSILON personnel, as well as any foreign correspondents, subcontractors or service providers involved in the performance of the Services, within the limits required by its activities, including in particular the communication of information relating to inventors designated in patent applications or applicants who are natural persons.

IPSILON ensures the security of personal data by implementing enhanced protection through the use of physical and IT security measures.

The data are retained for the duration of the contractual relationship or the period during which IPSILON is appointed as representative, plus five (5) years, without prejudice to any statutory retention obligations or limitation periods.

The Client has the right of access, rectification, erasure, objection to processing, restriction of processing and data portability

These rights may be exercised at any time using the following contact details:

• 12 avenue d’Italie 75013 Paris, France
• rgpd@ipsilon-ip.com 

In the event of a complaint, the Client may refer the matter to the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés – CNIL): www.cnil.fr.

9- Applicable law and jurisdiction

These General Terms and Conditions are governed exclusively by French law and are subject to the rules of the profession of Industrial Property Attorney, as governed by the French Intellectual Property Code.

In the event of any dispute relating to the formation, interpretation, performance or resolution of the mandate and these General Terms and Conditions, the parties will endeavour to find an amicable solution. In the absence of an amicable solution within 45 days of the dispute arising, the dispute will fall within the exclusive jurisdiction of the courts of Paris, notwithstanding plurality of defendants or the introduction of third parties.