General Terms and Conditions for the relationship between Artemis IPM GmbH and Clients
Scope of Applicability
These general terms and conditions apply to all current and future contracts between ARTEMIS IPM GmbH (hereinafter: AIPM) and its Clients (including domestic and foreign patent attorneys) which concern legal advice and/or representation (mandate) unless alternative terms and conditions have been explicitly agreedupon in writing or are required by law. Mandates are granted to AIPM, not to individual partners and/or persons acting on be-half of AIPM – unless otherwise agreed.
Scope and Fulfilment of the Mandate
The mandate is the service agreed upon, not a specific legal or commercial outcome of the service. The mandate will be handled according to the principles of proper professional practice.
Unless otherwise explicitly agreed upon in writing, the mandate will be handled according to Swiss lawincluding the laws and statutes of the European Union and the European Economical Area and the European Patent Convention respectively which are valid in Switzerland.
To fulfil the mandate, AIPM is entitled to use and consult competent staff and professionally competent third parties, in particular associates, freelancers and foreign patent attorneys, insofar as these third parties are also bound to professional secrecy and have the required competences.
During the course of fulfilling the mandate, AIPM is entitled to communicate with the client and third parties by e-mail. Unless otherwise explicitly agreed upon in writing at the request of the Client, such communication will be unencrypted and unsecured. The Client bears hence the risk of internet. espionage or other criminal and illegal actions of third parties through the internet.
Remuneration, Advance and Due Date
Charges, disbursements and fees (remuneration) are subject to the remuneration agreement between the par ties and/or to the schedules of fees and charges of AIPM. Notwithstanding different agreements between the Client and AIPM, AIPM bills for its services and the services of its associated external partners and foreign patent attorneys.
Upon issuance of the mandate, AIPM is entitled to invoice a reasonable advance payment of the estimated remuneration and to make commencement of and/or continuing with the services dependent onprompt payment of same.
Payment of invoices is due immediately upon receipt of an invoice by the client; interest will become due after 14 days. The interest rate is 1% per month. Handling of reminders and any and all actions of AIPM in order to get outstanding payments from the client will be billed in addition to the interest rate. Theclient can only offset against claims of AIPM if the claims of the client are undisputed or have beenestablished by a court as final and absolute.
AIPM is entitled to collect money and money’s worth for the client and to use these funds – provided they are not earmarked – to settle remuneration claims.
AIPM is entitled to name the relationship to the client to any third parties including payment services and courts if client is not paying within the given deadline or after 30 days of non-payment of an open debit note.
If required, the client will convey its VAT identification number to AIPM and agrees that this will be disclosed to tax authorities.
Usage of AIPM’s IP Management Software Patent Cockpit® is not included in the standard fees and is charged separately.
Liability and Limitation of Liability
AIPM warrants that work will be caried out with all due diligence and care. In no event, will the total liability of AIPM under this agreement exceed the aggregated fees paid or owned by Client under this agreement during the three months period preceding the date on which the claim arose.
A damage claim can only be asserted against AIPM within a preclusion period of one year after the client first became aware of the damage or possible damage and the event giving rise to the claim, but at the latest within three years after the event giving rise to the claim. The claim expires if legal action is not taken within a period of six months after written rejection of the indemnification and if the client was made aware of this consequence. The right to plead the statute of limitations remains unaffected.
AIPM shall request – from time to time – instructions or payments from the client and request the client to respond or pay within a certain time frame. If the client’s response or payment falls out of the defined time frame, AIPM is not liable in case AIPM’s actions do not meet the expected results. Hence also the Client has a duty to assist AIPM with timely instructions.
Applicable Law, Place of Fulfilment and Jurisdiction
The relationship between AIPM and Client is subject exclusively to Swiss law and the European Patent Convention, excluding Swiss Private International Law.
If a provision of these general terms and conditions is or becomes invalid, this will have no effect on the validity of the remaining provisions. The invalid provision will be replaced by a valid provision which comes closest to the intended purpose of the original term.
Alterations or additions to these general terms and conditions upon a Client’s request must be made in writing and explicitly marked as such. This also applies to the revocation of the requirement of the written form.