I. SCOPE AND ENFORCEABILITY OF THESE GENERAL TERMS & CONDITIONS FOR THE PROVISION OF CONSULTANCY SERVICES
Dreyfus & associés, a firm of industrial property attorneys, provides advice, assistance, representation, drafting of consultations and private deeds with a view to obtaining, maintaining, exploiting and/or defending the Client’s intellectual property rights and ancillary rights.
Dreyfus & associés is specialized in the field of trademarks, designs, domain names, software and copyrights, as well as in drafting and consulting on patent law issues.
The Services provided include in particular:
– Analysis of trademark portfolios, domain names, patents, and designs;
– Searching for prior art in the field of trademarks, domain names, patents, designs and models, and copyright;
– The filing of trademarks, designs and models and the follow-up of their obtaining or registration procedure;
– Surveillance of registered trademarks or designs as well as surveillance among domain names;
– Maintenance of trademark or design titles: renewal, registration of changes affecting their owner with the offices concerned, regardless of their geographical location;
– The negotiation of agreements and/or repurchases of industrial property rights;
– Reservation and renewal of trademarks, domain names, or designs;
– Management of IT aspects, particularly domain names (reservation, transfers, etc.)
– Assistance in the settlement of domain name disputes (in particular UDRP, ADNDRC procedures, etc.)
– The preparation of legal opinions.
Any service provided by Dreyfus & associés (hereinafter referred to as “Service”) is subject to the General Terms and Conditions of Use (hereinafter referred to as “GCU”) set out below.
You are referred to in these Terms and Conditions as the “Customer” and the Service Provider, Dreyfus & Associés, is referred to as “Dreyfus & Associés”. The Client and Dreyfus & Associés are sometimes referred to individually as a “Party” or together as the “Parties”.
These T&Cs take precedence over any other General Conditions of Use or special conditions issued by the Client which, in the absence of prior written acceptance, are unenforceable against Dreyfus & associés regardless of when they may have been brought to its attention. The fact that Dreyfus & associés does not at any given time invoke any of the clauses of these T&Cs shall not be construed as a waiver of the right to invoke any of the clauses of these T&Cs at a later date.
Dreyfus & associés reserves the right to make any changes to these T&Cs at any time and without notice as it deems necessary. The T&Cs applicable to a Service are those in force on the date the Client accepts the corresponding Service proposal (as defined in article 2.1.1 of these T&Cs). In the cases referred to in article 2.1.4 below where the Client’s agreement is not formally expressed, the General Terms and Conditions of Use in force on the date of issue of the corresponding Service Proposal shall apply.
In accordance with the regulations in force, Dreyfus & associés reserves the right to derogate from certain clauses of these General Terms and Conditions of Use, depending on the negotiations conducted with the Client, by establishing specific written or unwritten conditions specifically applicable to the latter. Any provisions of these T&Cs not excluded by the special conditions agreed with a given Customer shall remain fully applicable to that Customer.
Dreyfus & associés may also establish General Terms and Conditions of Use for categorical advice, derogating from these General Terms and Conditions of Use, depending on the type of customer concerned, determined on the basis of objective criteria. In this case, the categorical General Conditions of Use apply to all operators meeting these criteria. Any provisions of these T&Cs not discarded by categorical General Terms and Conditions of Use adopted by Dreyfus & associés in accordance with this paragraph shall remain fully applicable to any Customer falling into the category in question. As an industrial property attorney, Dreyfus & associés is required to strictly comply with the legal and regulatory provisions of the Intellectual Property Code in accordance with Law No. 92-597 of July 1, 1992 (Articles L. 422-1 to L. 423-2 and R. 422-1 to R. 423-2) and the provisions of the Internal Regulations of the Compagnie Nationale des Conseils en Propriété Industrielle published in the Official Journal of 18 September 1994 following the Decree of 29 July 1994, and performs its Services in accordance with them.
II. CONDITIONS IN WHICH THE SERVICES ARE PERFORMED
2.1.1 The performance by DREYFUS & ASSOCIÉS of any Service is subject to prior acceptance by the Client of an offer of services combined with an estimate of the costs and time scales for delivering the same as the case may be (hereinafter collectively referred to as ‘Offer of Services’). The said Offer of Services constitutes the special conditions that modify and/or supplement these General Terms and Conditions. In case of conflict between the provisions of these General Terms and Conditions and those of any Offer of Services whatsoever, the provisions in the said Offer of Services shall prevail for determining the respective rights and obligations of the Client and DREYFUS & ASSOCIÉS in this context.
2.1.2 DREYFUS & ASSOCIÉS hereby informs any private individual or legal entity to whom an Offer of Services is addressed that these General Terms and Conditions are at its disposal. For any Service subject to a flat-rate charge in accordance with article 3.1.1 of these General Terms and Conditions, DREYFUS & ASSOCIÉS can provide the Client also with current public rates on request. The acceptance of an Offer of Services by the Client thereby carries with it unconditional acceptance of these General Terms and Conditions.
2.1.3 Any Offer of Services requiring specific preparatory design work or meetings with DREYFUS & ASSOCIÉS, and which the private individual or legal entity making the request does not then follow up, may be invoiced to them.
2.1.4 As matter of principle, acceptance of an Offer of Services must be clearly formalised in writing, in paper or electronic format enabling the author to be identified. In no case can DREYFUS & ASSOCIÉS be held liable for any delay in carrying out the Services arising due to any delay in receiving the Client’s acceptance in due and proper form. By way of exception, where the Offer of Services is issued for the attention of a private individual or legal entity who is already a Client of DREYFUS & ASSOCIÉS and when the Service envisaged is a matter of urgency (such as specifically safeguarding the Client’s intellectual property rights or, more generally, interests) or is normal continuation of actions previously undertaken with the Client’s agreement, DREYFUS & ASSOCIÉS may undertake performance of the Service at the Client’s costs without awaiting the latter’s formal acceptance, subject to informing it clearly of the actions that will be taken and allowing it a period of at least twenty-four (24) hours to object thereto.
In order to be able to perform the Services to the best of its knowledge and abilities, DREYFUS & ASSOCIÉS must be able to count on the full and unreserved cooperation of the Client who agrees to disclose exhaustive and correct information relating to its activities, contractual links with third parties or partners, projects, intentions, state of the art and/or of the competition and, more generally, all information regardless of its nature that will be necessary for the accurate estimation then the proper performance of the Services. In this respect, the Client agrees to inform DREYFUS & ASSOCIÉS of any change relating to the information supplied and, more generally, of any event liable to modify the performance of a current or future Service. The Client will solely be liable for damages (including loss of rights) which may result from erroneous or incomplete information or the absence of response to requests for instructions or information sought by DREYFUS & ASSOCIÉS.
2.3 Documents Delivered to the Client
2.3.1 The Client is bound to verify the substantive and technical accuracy of any document delivered to it by DREYFUS & ASSOCIÉS for the purposes of carrying out a Service. The absence of any formal response on the content of any document sought by DREYFUS & ASSOCIÉS when forwarding the same will be treated as amounting to agreement therewith.
2.3.2 Unless instructed otherwise by DREYFUS & ASSOCIÉS or the Client on grounds of its confidential nature and/or importance, any information and/or document may be forwarded by letter, facsimile or e-mail subject to ensuring protection thereof.
2.4 Time Frames for Performance
2.4.1 Except if a timeframe is expressly agreed with the Client, DREYFUS & ASSOCIÉS is only legally bound to perform the Services within a reasonable period of time and in accordance with its possibilities. These time frames being given as an indication only, any overrun may not be treated as grounds for terminating the contract or disputing the amount due for the Service.
2.4.2 In case of request for a provision on account in accordance with article 3.1 of these General Terms and Conditions, any performance time frame expressly agreed with the Client is understood to be from payment of the said provision. Similarly, any performance time frame expressly agreed with the Client is understood to be from when the latter provides all the information necessary to carry out the services.
2.4.3 Some Services being subject to a performance period imposed by an administration and/or current regulations on industrial property matters, the Client is bound to give its instructions in good time at the request of DREYFUS & ASSOCIÉS in order to meet the time frames imposed and enable DREYFUS & ASSOCIÉS to carry out its assignment with all necessary care. The Client will solely be liable for damages (including loss of rights) which may result from instructions being received after a due date notified in writing by DREYFUS & ASSOCIÉS.
2.5 Intervention of a Third Party
DREYFUS & ASSOCIÉS may have cause to entrust performance of part of the Services to an external provider and/or correspondent of DREYFUS & ASSOCIÉS if it deems it relevant or necessary, specifically in regards to foreign procedures. As the case may be, DREYFUS & ASSOCIÉS will inform the Client thereof and remains responsible for the proper performance of the entirety of the Services.
III. CONDITIONS FINANCIÈRES
3.1.1 Pricing Structure : As a matter of principle, the Services defined in any Offer of Services will give rise to an all-inclusive charge comprising DREYFUS & ASSOCIÉS’s fees as well as any external fees and related administrative costs (on the assumption that the performance of a part of the Services had to be entrusted to outside providers and/or correspondents pursuant to the provisions of article 2.5 of these General Terms and Conditions), the costs and charges corresponding to the public prices mentioned at article 2.1.2 hereof. Prices may be revised at any time specifically to take account of revised prices being charged by officials, variations in the exchange rate and/or alterations to the regulations and laws that apply and which could have repercussions on the amount of the Services.
By way of exception, DREYFUS & ASSOCIÉS may draw up an Offer of Services identifying its fees for each Service to be carried out, as well as outside fees, costs, taxes and related administrative charges in addition.
The pricing structure applying to the Service, flat-rate or detailed, is set forth in the Offer of Services forwarded by DREYFUS & ASSOCIÉS and duly accepted by the Client.
3.1.2 DREYFUS & ASSOCIÉS’s fees are determined in accordance with the number and qualifications of DREYFUS & ASSOCIÉS’s consultants involved in carrying out the Services as well as the nature of the Services and/or the time necessary for their performance. Since these services are easily identifiable or executable in terms of their duration, calculated in hours or days, DREYFUS & ASSOCIÉS has a scale of fees at the Client’s disposal. As these services are procedural before officials in France, Europe and in other countries via a local correspondent, DREYFUS & ASSOCIÉS has a tariff scheme at the Client’s disposal.
3.1.3 Costs, Taxes and Fees of External Providers : DREYFUS & ASSOCIÉS’s fees do not include costs, taxes and outside fees incurred by DREYFUS & ASSOCIÉS for the needs of carrying out the Services. The costs, taxes and fees of external providers are invoiced in addition to DREYFUS & ASSOCIÉS’s fees. Administrative costs for handling, processing, accounting and banking the invoices covering these costs, taxes and outside fees will be added thereto.
3.1.4 In accordance with article 12.8 of the CNCPI’s rules of procedure, DREYFUS & ASSOCIÉS would kindly recall that accepting responsibility or offering to accept responsibility for the financial risks or costs of a transaction or an intervention on behalf of another or fixing its remuneration exclusively on the result hoped for from such a transaction or intervention is prohibited.
3.1.5 The rates set forth in any Offer of Services are understood to be net and exclusive of taxes. Value-added tax (VAT), at the rate in force as at the date of invoicing, will be applied in addition where this is applicable by virtue of French and European law.
3.2.1 In compliance with the standard professional practices in force, carrying out any Service is, as a matter of principle, subject to the Client making payment of a provision on account of costs equivalent to no less than fifty per cent (50%) of the amount of the Service, all taxes included. The amount of the provision requested may be raised to the whole of the cost of the Service, all taxes included, as DREYFUS & ASSOCIÉS shall see fit, specifically in the case of a new Client or of a Client in debt to DREYFUS & ASSOCIÉS in respect of the provision of one or more Services previously.
3.2.2 As the case may be, in accordance with article 2.4.2 of these General Terms and Conditions, performance of the Service cannot commence until payment of the provision requested regardless of the consequences for the Client, specifically in terms of overrunning the deadline.
3.3.1 The invoices corresponding to the performance of a Service are drawn up in accordance with the method of invoicing set forth in the corresponding Offer of Services. They state any sum previously received as a provision on account or in payment.
3.3.2 As a matter of principle, any Service gives rise to invoicing on delivery of the agreed deliverables. If carrying out the Services extends over a period of at least sixty (60) days, this gives rise to the invoicing of interim fees in respect of the work and time spent by DREYFUS & ASSOCIÉS’s consultant over that period.
3.3.3 Unless a flat-rate charge is applied in accordance with article 3.1.1 of these General Terms and Conditions, all invoices will state, clearly and distinctly, where this applies: the costs, taxes, external fees and related administrative charges in accordance with articles 2.5 and 3.1.3 of these General Terms and Conditions, the official dues and fees applying for procedures in France and Europe, and DREYFUS & ASSOCIÉS’s fees (stating the identity of the DREYFUS & ASSOCIÉS consultant(s) involved, their hourly rate and the time spent by each).
3.3.4 Any invoice, payment certificate or other accounting document must be sent to firstname.lastname@example.org. Accounting documents sent by post or another e-mail address will not be taken into account.
In accordance with article L.441-3, sub-para. 4 of the French Commercial Code as amended by the Law LME no. 2008-776 of 4 August 2008, except in the case of special conditions making an express exception, all amounts due for Services performed must be settled in cash no later than thirty (30) days from receipt of invoice.
3.5 Late Payment – Penalty Charges
3.5.1 If the settlement of an invoice has not reached DREYFUS & ASSOCIÉS within a period of thirty (30) days from receipt of invoice, interest on arrears calculated per month late on the basis of three times the current legal interest rate (minimum interest rate fixed by the Law LME no. 2008-776 of 4 August 2008) as at the time the invoice was issued will be automatically acquired to DREYFUS & ASSOCIÉS as a matter of law, without any further formality or prior notice to remedy in accordance with the said Law LME no. 2008-776 of 4 August 2008.
3.5.2 The penalty charge is calculated on the total amount of the sum due, up to the date at which the said sum is paid in full and regardless of any payments on account. A penalty charge due in relation to any incomplete month is due for the whole of the month.
3.5.3 The costs inherent in any proceedings for recovering sums due before the courts are at the Client’s charge.
3.5.4 In the event of non-compliance with the conditions of payment shown above, DREYFUS & ASSOCIÉS further reserves the right to suspend or cancel the supply of the services ordered by the Client, suspend performance of its obligations and decrease or cancel any rebates or discounts that might have been granted to the latter.
3.6.1 Any dispute relating to the amount of the invoices or the performance of the corresponding Services is only admissible if it is formulated not later than within a period of fifteen (15) days following the date mentioned on the invoice.
3.6.2 At all events, no dispute by the Client can be grounds for unilaterally suspending payment or withholding or offsetting monies.
IV. MORE THAN ONE CLIENT
4.1 In the event of there being several Clients within the framework of the same case, they agree to appoint one of their number to be the sole point of contact for DREYFUS & ASSOCIÉS, both for passing instructions or documents and for settling sums due to DREYFUS & ASSOCIÉS. This sole point of contact is called “named Client”. Invoices raised by DREYFUS & ASSOCIÉS for the total amount of the Services performed on account of the Clients will be addressed exclusively to this person. The breakdown of the sums due between each of the Clients or the preparation of individual apportioned invoices for each of them requires the express prior agreement of DREYFUS & ASSOCIÉS on the principle of such an organisation.
4.2 In case the designated sole point of contact is in default, the co-Clients shall remain indefinitely, jointly and severally liable for payment in full of DREYFUS & ASSOCIÉS’s invoices.
V. LIABILITY - PROFESSIONAL ETIQUETTE
5.1 Declining an Assignment
In accordance with article 14.4 of the CNCPI rules of procedure, for reasons prompted by its own conscience and, in particular, awareness of professional etiquette, DREYFUS & ASSOCIÉS is free to decline any power of attorney or to break off any power of attorney in progress, subject to alerting the Client without delay and to satisfying itself that all measures are taken, as the case may be, to ensure that the Client’s legitimate interests are safeguarded.
- Prudence, Care and Attention
In the event it accepts a power of attorney, DREYFUS & ASSOCIÉS is bound to comply with the rules of prudence, due care and attention which safeguarding the interests entrusted to it by the Client compels. In this respect, DREYFUS & ASSOCIÉS is specifically bound to:
- respect the purpose of the power of attorney entrusted to it by the Client;
- keep the Client informed of the state of progress on the Services;
- seek instructions from the Client every time a decision has to be taken in a situation which could entail a loss of rights;
- refrain from advising, assisting and representing Clients in the same case having opposing interests, except to intervene as arbitrator. In this respect and except for express instructions from the Client, DREYFUS & ASSOCIÉS is not bound to verify if there is any possible conflict of interest with any other of its Clients.
5.3 Best Endeavours Obligation
In the performance of any Service, Dreyfus & associés is only bound by an obligation of means. In particular, Dreyfus & associés declines all liability due to an error or omission in the search for prior art and technological watch of patents or the surveillance of trademarks, models or domain names, as soon as all the necessary care has been taken to perform this type of Service.
Dreyfus & associés makes no warranty as to the full availability, accuracy or completeness of the content or results of the Services or as to the full availability, accuracy, exhaustiveness, timeliness or adequacy of any information obtained through the Services. Dreyfus & associés cannot be held responsible for any unavailability of information in third-party databases or for any error or omission in the information provided by third-party information providers.
Dreyfus & associés accepts no responsibility for the choice and operation by the Client of the Services provided to it. In particular, the Client is solely responsible for the choice of the industrial property title or titles that it acquires through Dreyfus & associés and therefore undertakes not to exercise any recourse on this account against it.
DREYFUS & ASSOCIÉS can provide evidence of insurance covering its professional public liability for negligence and fault committed while carrying out its duties, as well as repayment of funds, bills or valuables received.
5.5 Professional Secrecy
5.5.1 In accordance with article L.422-11 of the Intellectual Property Code and article 12.3 of the CNCPI rules of procedure, DREYFUS & ASSOCIÉS is bound by professional secrecy. This secrecy extends to legal opinions addressed to or intended for the Client, to information and documents exchanged with the Client, a colleague or attorney, to notes of interviews and, more generally, to all elements of any file related to a Service.
5.5.1 In this respect, DREYFUS & ASSOCIÉS agrees to treat as confidential all documents and information entrusted to it by each of its Clients and to disclose their content to no third party other than those consultants or advisers to whom the performance of part of the Services might be entrusted in accordance with article 2.5 of these General Terms and Conditions, except after having obtained the Client’s express agreement.
5.5.3 For all relevant intents and purposes, it is however recalled that DREYFUS & ASSOCIÉS does not violate professional secrecy when duly authorised by applicable law, including article 226-14 of the French Penal Code, and for the purpose of its own defence.
VI. INTELLECTUAL PROPERTY
6.1 DREYFUS & ASSOCIÉS’s intellectual property rights contained on the documents delivered or submitted to the Client are reserved and are the exclusive property of DREYFUS & ASSOCIÉS. No use and/or operation of these intellectual property rights such as, without this list being exhaustive, photocopies, reproduction, publication, modification or transfer to a third party is authorised without the prior express agreement of DREYFUS & ASSOCIÉS, outside of the framework of the Service defined with the Client.
6.2 DREYFUS & ASSOCIÉS agrees mutatis mutandis to comply with the intellectual property rights of its Client(s).
VII. CANCELLATION - DIVESTITURE
7.1 The Client has the option of breaking off any power of attorney entrusted to DREYFUS & ASSOCIÉS and any provision of Service for which it had appointed the same at its discretion and at any time. In this situation, the Client is not exempt from its obligation to pay the sums due in respect of the Services carried out up to the date of effective termination of the appointment.
7.2 DREYFUS & ASSOCIÉS has the same option available to it to cease carrying out any Service on behalf of the Client and to stand down from the corresponding appointment as attorney, in accordance with its rules of professional etiquette, article 5.1 of these General Terms and Conditions and provided it allows the Client a reasonable period to entrust its files to another attorney whose details it will communicate to DREYFUS & ASSOCIÉS.
7.3 Furthermore, in case the Client defaults on payment of the fees, costs and/or dues invoiced by DREYFUS & ASSOCIÉS and after the Client has been given due notice to pay, DREYFUS & ASSOCIÉS may relinquish its power of attorney and all the Services for which it was appointed by the Client.
7.4 For it to be binding, any decision to break off the power of attorney by the Client or to stand down by DREYFUS & ASSOCIÉS must be notified by letter in recorded delivery with acknowledgement of receipt.
7.5 Regardless of the grounds for termination, on written request, DREYFUS & ASSOCIÉS will deliver to the Client or its new attorney, all official documents of which it is the depositary as well as all the documents and information necessary for the performance or completion of the Services for which it was appointed.
VIII. GOVERNING LAW – ALLOCATION OF COMPETENCE
8.1 These General Terms and Conditions and the whole of the power of attorney entrusted to DREYFUS & ASSOCIÉS by the Client are subject to French law and to the rules of the profession of Industrial Property attorney.
8.2 The Client and DREYFUS & ASSOCIÉS will endeavour to find an amicable solution to any dispute that might arise from the formation, interpretation or performance of the appointment and these General Terms and Conditions.
8.3 Failing any amicable solution agreed within a period of one (1) month following the sending of an initial written notice relating to the dispute by either of the parties in the presence of the other, the dispute is subject to the exclusive competence of the Paris courts, notwithstanding there being more than one defendant or action to call in a third-party guarantee.