Terms & Conditions

These general terms and conditions of engagement (the “Terms”) govern the relationship between PGA S.p.A. and PGA S.p.A., Milan, Lugano Branch (jointly, “PGA”) and their clients (each, the “Client”) in respect of the professional services provided by PGA (the “Services”). A Client who, having received a copy of the Terms or having read them on the website www.pga-ip.com, engages PGA (the “Engagement”) accepts the Terms in their entirety, and any instruction given to PGA is accepted on that basis, unless otherwise agreed in writing.

Clauses marked with an asterisk (*) are effective only if specifically approved in writing by the Client pursuant to Articles 1341 and 1342 of the Italian Civil Code (the “Civil Code”), as indicated in clause 19. In the event of conflict between the Terms and a mandatory provision of law, the latter shall prevail. Amendments to the Terms are governed by clause 17; defined terms and rules of interpretation are set out in clause 20.

1. Our duties

1.1PGA provides the Services through professionals duly qualified to practise, each within the limits of their professional qualification and of the activities permitted by law. Activities reserved by law to certain professional categories, including legal assistance and representation, are carried out exclusively by duly qualified professionals.

1.2PGA’s professionals are subject to the professional and ethical rules applicable to their respective category, including, as the case may be:

a)for lawyers (avvocati), Law no. 247 of 31 December 2012 and the Italian Code of Conduct for Lawyers (Codice deontologico forense);

b)for industrial property consultants (consulenti in proprietà industriale), the Italian Industrial Property Code (Legislative Decree no. 30 of 10 February 2005) and the related code of ethics;

c)for professional representatives entitled to act before the European Patent Office, the Code of Conduct of the Institute of Professional Representatives before the European Patent Office (epi);

d)for activities carried out in Switzerland, the professional rules applicable there.

1.3PGA provides the Services with the diligence required by the nature of the professional activity carried out (Article 1176(2) of the Civil Code) and is liable for damage caused to the Client within the limits and subject to the conditions laid down by law and by clause 2.

1.4PGA adopts procedures reasonably suited to prevent conflicts of interest and to protect the confidentiality of information received from the Client, as provided in clauses 7 and 8.

1.5The Engagement concerns the performance of professional activity and not the achievement of a specific result. In particular, PGA does not guarantee the grant or registration of industrial property rights, the outcome of proceedings before offices or authorities, the scope, validity or enforceability of the protection obtained, or the absence of third-party rights; PGA’s opinions are professional assessments based on the information available and the law in force at the date they are given, and PGA is not required to update them in the absence of a specific engagement.

1.6PGA carries out only the activities specified in the Engagement. Unless otherwise agreed in writing, PGA does not undertake any watching or monitoring activity (for example of time limits, of rights not entrusted to its management or of third-party rights) and does not advise on matters other than those covered by the Engagement, including tax, accounting or foreign law matters, for which the Client relies on its own advisers or on local correspondents.

1.7PGA normally organises its work in teams, coordinated by a lead professional under whose supervision professionals, trainees, paralegals and correspondents operate; PGA may allocate and delegate activities among team members according to their respective expertise. The Client may at any time ask for a change of lead professional.

2. Liability

2.1Nothing in the Terms excludes or limits PGA’s liability for wilful misconduct or gross negligence, for personal injury or in any other case in which the law does not permit liability to be excluded or limited (Article 1229 of the Civil Code).

2.2PGA maintains appropriate professional indemnity insurance in accordance with applicable law; details of the policy and the relevant limits of cover are provided to the Client on request.

2.3Where the work involves solving technical problems of particular difficulty, PGA is liable for damage only in the event of wilful misconduct or gross negligence (Article 2236 of the Civil Code).

2.4PGA is not liable for delays, defaults or damage caused by events not attributable to it, such as force majeure, unavailability or malfunctioning of the electronic systems of offices and authorities, delays of postal or courier services, or cyber-attacks despite the adoption of the security measures referred to in clause 11.3.

3. Legal notices

3.1The information that PGA is required to provide under applicable law, including in relation to electronic commerce (Legislative Decree no. 70 of 9 April 2003) and professional rules, is available in the footer of this website.

4. Contractors, foreign associates and other service providers

4.1PGA may use, under its own direction and responsibility, substitutes and auxiliaries (such as external professionals, technical assistants, translators or other service providers), pursuant to Article 2232 of the Civil Code, where their work is expressly presented by PGA as its own. In such case:

a)no contractual relationship arises between the Client and the auxiliary; and

b)PGA is not required to inform the Client of the use of individual auxiliaries.

4.2(*) Unless otherwise agreed in writing, the foreign associates, technical consultants, translators, search providers and other providers that PGA instructs on the Client’s behalf act independently and under their own responsibility: their services do not form part of the Services, even where their communications or work are forwarded to the Client through PGA, and PGA appoints them in the name and on behalf of the Client, who, where necessary, grants PGA the relevant authority, as provided in the order confirmation form. PGA selects external providers with due care and is responsible for that selection; save in cases of wilful misconduct or gross negligence, PGA is not liable for damage resulting from the default or negligence of the external provider, nor for the provider’s fees and expenses.

4.3(*) For searches of patents, trade marks, designs or other rights, including those already filed or granted, and for translations, PGA may carry out basic activities in-house and frequently uses specialist professional providers. PGA selects such providers with due care but, save in cases of wilful misconduct or gross negligence, is not liable for the accuracy, extent, adequacy or completeness of the searches or translations they provide. By their nature, searches do not guarantee that all prior or relevant rights will be identified.

5. The Client

5.1Unless otherwise agreed in advance, the Client is the person who engages PGA and who is responsible for payment of the fees and expenses. If payment is to be made by another person, the Client remains liable to pay the fees and expenses if that person fails to do so.

5.2No third party may use or rely on PGA’s opinions or materials, in whole or in part, or derive any rights or benefits from the Services, unless (a) PGA has given its prior written consent, in its discretion, and (b) the third party has agreed and signed with PGA specific terms of use or reliance.

5.3Where the Services are provided for the benefit of several persons (for example, joint applicants or co-owners of a patent), PGA may ask each of them to confirm that instructions are given by one of them on behalf of all. Unless otherwise agreed, PGA will take instructions only from that person and will look to that person in the first instance for payment, it being understood that all such persons are jointly and severally liable for payment of the fees and expenses.

5.4If the Client is a legal entity or other body, unless PGA has been instructed to take instructions only from specified persons, PGA may accept instructions from any person who reasonably appears to have authority to give them on behalf of the Client, including through any online portal made available by PGA.

5.5The professional relationship exists exclusively with the Client and does not extend to its parent, subsidiary or affiliated companies, shareholders, directors, employees or other related persons, unless PGA otherwise agrees in writing. Unless otherwise agreed in writing, the Terms do not create any agency, partnership or joint venture relationship.

5.6Where PGA is instructed by another professional or firm (for example a foreign correspondent) on behalf of one of its clients, the Client for the purposes of the Terms is the professional or firm giving the Engagement; PGA does not enter into a contractual relationship with the end client, towards whom the instructing professional or firm remains responsible, and the instructing professional or firm is liable for payment of fees and expenses.

6. Instructions and Client cooperation

6.1Throughout the Engagement, the Client undertakes to:

a)provide PGA promptly with all instructions and information necessary to perform the Services;

b)notify PGA promptly of any change to information previously provided, including changes of name, registered office, contact details or ownership of rights, the official registration of which is often advisable;

c)ensure that the information provided is complete in all material respects and not misleading;

d)ensure that the provision of the information does not breach any law or contractual obligation; and

e)be available to sign documents when required.

6.2(*) PGA does not undertake to monitor time limits relating to rights or proceedings not entrusted to its management and is not liable for any loss or impairment of rights or entitlements if the Client’s instructions are not given clearly and completely and sufficiently in advance to allow action to be taken within official time limits. Unless specifically agreed in writing, PGA is not obliged to send reminders.

6.3(*) The Client is requested to confirm oral instructions in writing; PGA is not liable for any misunderstanding or misinterpretation of instructions given orally and not confirmed in writing.

6.4Decisions on the strategy to be followed and on the acceptance of the related risks rest with the Client, who takes them on the basis of the opinions and information provided by PGA.

6.5In rare cases, spam filters may delete legitimate e-mails without notice. If a message contains important instructions, the Client is required to check that PGA has acknowledged receipt. PGA will address communications to the last address (including e-mail or Italian certified e-mail (PEC)) notified by the Client, and this will discharge any obligation to communicate.

6.6PGA may rely on the information, documents and instructions provided by the Client or its representatives and is not required to verify their accuracy or completeness, unless verification forms part of the Engagement or the inaccuracy is evident.

6.7If, as a time limit approaches, the Client’s instructions have not been received, PGA may send reminders and set a final, non-extendable deadline for receiving them. If that deadline expires without instructions, PGA will not take any action for which it has not received instructions and the original time limit may expire without any action being taken. Unless otherwise instructed by the Client, PGA does not take unilateral steps to keep the matter pending, save where the law or professional rules require otherwise.

6.8The Client is required to send instructions and communications relating to time limits or pending proceedings to the general e-mail addresses of the competent PGA office (and, for trade marks, annuities and administrative matters, to those of the relevant departments) indicated by PGA, stating in the subject line the PGA reference number of the matter and any other available identifier (for example the application number, applicant or topic). PGA does not automatically acknowledge receipt of e-mails, unless expressly requested in the body of the message.

7. Conflicts of interest

7.1PGA endeavours at all times to comply with the professional and ethical rules on conflicts of interest and, where a conflict arises, will inform the Client within the limits allowed by professional rules and by confidentiality obligations towards third parties.

7.2Before taking on a new client, PGA carries out, in accordance with its procedures, a check to identify any conflicts of interest that may prevent it from acting for that client. A conflict is not normally considered to arise merely because two clients operate in the same industry or technology sector, although this circumstance may be relevant in assessing a conflict and in relation to disclosure and confidentiality obligations; the check normally focuses on the subject matter of the cases.

7.3For an existing client, PGA may, in its discretion, also carry out a check when a new case is opened. A Client who, when sending a new case, wishes to obtain confirmation that there is no conflict with regard to its subject matter should make an express written request.

7.4If a conflict arises in the course of the Engagement, for example owing to a change in a client’s circumstances or a new interest in a technology field, PGA may cease acting for one of the clients concerned, including limited to the area of conflict, in accordance with clause 15 and in compliance with ethical rules.

7.5PGA acts for numerous clients, including clients with different or competing interests. Within the limits allowed by professional rules, PGA may act for other clients in matters not related to the Engagement even if their interests are adverse to those of persons connected with the Client (including parent, subsidiary or affiliated companies), and the Client hereby gives its advance consent to such engagements.

8. Confidentiality

8.1PGA’s opinions and the materials it provides as part of the Services are confidential. Without PGA’s prior written consent, the Client may not disclose them to third parties (other than its employees, collaborators and advisers who need access and undertake not to disclose them further) or make them public, except where required by law or necessary to assert or protect its own rights.

8.2By the nature of the engagements, PGA regularly receives confidential information relating to its clients’ current and prospective intellectual property rights, including information on proprietary technologies and inventions. PGA treats such information in compliance with the confidentiality and professional secrecy obligations laid down by law and by professional rules (for industrial property consultants, Article 206 of the Italian Industrial Property Code), including after the Engagement has ended, adopting technical and organisational measures appropriate to the risks.

8.3PGA will not disclose the Client’s confidential information to third parties without the Client’s prior written consent, except to the extent necessary to perform the Services (including to auxiliaries, associates and competent offices) or to comply with legal obligations. Information that becomes public through no fault of PGA, in particular after the official publication of an application, ceases to be confidential.

8.4If PGA is required to disclose the Client’s confidential information pursuant to an order of a court or other competent authority, it will ask, where possible, that the information be treated as confidential and, unless prohibited by law, will inform the Client in advance so that the Client may object, assert secrecy or other applicable protections, or make representations.

9. Use of artificial intelligence

9.1PGA may use artificial intelligence (“AI”) tools, including generative AI, for instrumental and supporting activities ancillary to professional work, such as document research and analysis, translation, summarisation, organisation of information and preparation of drafts, within the limits permitted by applicable law.

9.2The intellectual work and assessments remain reserved to the professionals in charge, and professional responsibility remains with PGA and the professionals in charge on the terms set out in the Terms and by law. Relevant outputs are checked by a professional, in accordance with PGA’s procedures, before being used in carrying out the Engagement and before being sent to the Client, to industrial property offices or to third parties.

9.3Confidential information, including data relating to inventions, trade marks or designs not yet public, is processed through tools authorised by PGA and with adequate confidentiality safeguards; PGA authorises tools whose contractual terms exclude the use of clients’ data to train third-party models.

9.4The Client may at any time notify the professional in charge of any preferences or restrictions on the use of AI tools and request further information on the tools used. PGA will take them into account in carrying out the Engagement and, if the Client requests in writing that generative AI tools not be used in relation to its confidential information, PGA will comply from receipt of the request, informing the Client of any effects on the time and cost of the Engagement.

9.5PGA has adopted an internal policy for the responsible use of AI, including rules on the authorisation of tools, the protection of information and the checking of outputs. The use of AI tools does not alter the liability regime set out in the Terms and by law or the obligations of confidentiality and professional secrecy. PGA does not guarantee the availability or error-free operation of AI tools, whose outputs are subject to the checks referred to in clause 9.2.

10. Data protection

10.1PGA processes the personal data communicated by the Client in the course of the Engagement as data controller, in compliance with Regulation (EU) 2016/679 (“GDPR”), Legislative Decree no. 196 of 30 June 2003 and, for the activities of the Lugano Branch, the Swiss Federal Act on Data Protection (RU 2022 491).

10.2The Client is in turn an independent data controller of the personal data it communicates to PGA and warrants that it has complied with its information obligations and has an appropriate legal basis for communicating to PGA the personal data of third parties (including inventors, employees or counterparties) necessary for performing the Services. Where PGA has to process personal data on behalf of the Client as data processor, the parties will sign the agreement required by Article 28 GDPR.

10.3The Client and PGA are each responsible, for their respective part, for compliance with data protection law.

11. Documents and files

11.1PGA keeps files for as long as necessary for the purposes of the Engagement, to comply with legal, tax and ethical obligations and to protect its own rights, including in legal proceedings, in accordance with its retention policy (available on request) and data protection law, and securely destroys them when they are no longer needed. Unless the Client requests otherwise in writing, PGA forwards to the Client the originals of official documents received from the offices. PGA scans documents on receipt and may subsequently destroy them, retaining the originals only of documents that it must retain for legitimate reasons (for example, assignments). A Client wishing to have documents or other materials returned is requested to ask promptly; materials not requested within a reasonable period after the Engagement has ended may be retained, archived or securely destroyed, at PGA’s discretion.

11.2PGA does not retain documents or materials received from the Client except for the time strictly necessary to protect its own rights, in accordance with professional rules and within the limits of Article 2235 of the Civil Code.

11.3PGA adopts security, back-up and data recovery measures, as well as business continuity measures, appropriate to the risks.

11.4PGA is not required to hand over to the Client its internal documents, such as administrative records, time and expense reports, accounting documents, drafts, notes, memoranda, research and other internal work materials, unless they were prepared for the Client and sent to the Client or the law requires them to be handed over. PGA may retain, at the Client’s expense, a copy of any part of the file returned that it considers necessary for record-keeping, risk management or legal compliance purposes.

12. Anti-money laundering and anti-corruption

12.1At the outset of a professional relationship, PGA carries out the checks required by applicable law on the prevention of money laundering and terrorist financing (Legislative Decree no. 231 of 21 November 2007); the Client undertakes to provide promptly the necessary information and documents. Where required by law, PGA will refrain from entering into or continuing the relationship.

12.2PGA operates in compliance with applicable law on corruption and tax evasion and expects the same conduct from its collaborators, auxiliaries and suppliers.

13. Complaints

13.1A Client who is dissatisfied with the service is invited to contact first the professionals handling the Engagement; if the problem persists, the Client may ask for the matter to be referred to PGA’s management by writing to info@pga-ip.com.

13.2For consumers, the alternative dispute resolution procedures provided by applicable law remain available.

14. Fees, expenses and payment

14.1PGA’s fees are determined, as set out in the quotation, in the order confirmation form or in any other written agreement, on the basis of time spent, standard charges for particular tasks or on a fixed-fee basis. PGA provides the Client, by means of the quotation, the order confirmation form or other written communication, with the information on the level of complexity of the work and the foreseeable costs required by the applicable professional rules. Hourly rates vary according to the seniority, qualifications and specialisation of the professionals and may be updated periodically, with effect from the date indicated in the notice to the Client, unless otherwise agreed in writing.

14.2As the time required often cannot be determined in advance, PGA provides estimates on request and endeavours to inform the Client when an estimate is likely to be materially exceeded. Estimates are given in good faith on the basis of the information available and, unless otherwise agreed in writing, do not constitute a cap or a fixed fee; exceeding an estimate does not affect PGA’s right to fees for the work actually carried out.

14.3All work is chargeable, including telephone and written communications, reminders and reports to the Client on communications received on the Client’s behalf. After the initial filing, further reporting on developments in the case will incur additional fees. For foreign cases, foreign associates charge their own fees, which PGA passes on to the Client. If the Client decides not to proceed with a case, it is in the Client’s interest promptly to give PGA clear written instructions to abandon it, so as to avoid further costs incurred against its wishes.

14.4Unless otherwise indicated, fees and estimates are stated exclusive of VAT and of any other charges required by law, where applicable.

14.5Official fees and charges, the fees of foreign associates and of external providers, and other expenses incurred on the Client’s behalf are for the Client’s account. PGA may request payment on account before starting work, in particular where significant expenses are involved or where the client is new. Expenses in a currency other than the billing currency are charged converted at the exchange rate in force on the invoicing date.

14.6PGA issues invoices at regular intervals and/or on completion of the case or of part of it, in electronic format through the Italian Exchange System (Sistema di Interscambio). Payment is to be made in the manner and within the time limits set out in the order confirmation form or in the applicable agreement and, failing that, within 30 days of the invoice date.

14.7In the event of late payment, default interest is due at the rate provided by Legislative Decree no. 231 of 9 October 2002, where applicable, or otherwise at the statutory rate.

15. Suspension and termination of the Engagement

15.1The Client may withdraw from the Engagement at any time by written notice, reimbursing PGA’s expenses and paying the fees for the work carried out, including activities reasonably necessary for an orderly transition of the matters (Article 2237 of the Civil Code).

15.2(*) PGA may withdraw from the Engagement for just cause, in particular in the event of non-payment, lack of cooperation by the Client, conflict of interest or breach of the Terms, by written notice and with reasonable notice, such as to allow the Client to protect its rights, including by appointing another professional, with particular regard to imminent time limits indicated in the notice, and in such a way as to avoid prejudice to the Client (Article 2237 of the Civil Code).

15.3(*) In the event of non-payment of amounts due beyond the due date, or failure to provide the funds necessary for official fees or expenses, PGA may suspend performance of the Services (Article 1460 of the Civil Code), after giving the Client written notice indicating the time limits that may expire during the suspension and allowing a reasonable period to remedy. The Client acknowledges that suspension, if the Client does not remedy within that period, may result in loss of rights; payment of invoices remains due in any event.

15.4Upon termination of the Engagement, PGA provides the Client, or the incoming professional, with the information and documents reasonably necessary to continue the work, in accordance with clause 11. In the case of transfer of cases to or from another professional, PGA may charge for the cost of the work necessary for the transfer.

16. Consumer clients

16.1If the Client is a consumer within the meaning of the Italian Consumer Code (Legislative Decree no. 206 of 6 September 2005) (the “Consumer Code”), the Terms apply to the extent that they do not conflict with mandatory consumer protection provisions, which shall prevail. In particular, the protections provided for contracts concluded at a distance or away from business premises, where applicable, and the consumer’s forum under Article 66-bis of the Consumer Code, remain unaffected.

16.2Any provision of the Terms that is unfair within the meaning of Articles 33 et seq. of the Consumer Code is not binding on the consumer.

17. Amendments to the Terms

17.1(*) PGA may amend the Terms. Amendments are published on the website www.pga-ip.com and apply to Engagements given after publication. For ongoing Engagements, amendments are notified to the Client in writing and apply from the date indicated in the notification, unless the Client notifies its objection in writing within 30 days, in which case the Terms previously accepted will continue to apply to the ongoing Engagement.

18. Governing law and jurisdiction

18.1The Terms and any contractual or non-contractual obligation arising from or in connection with the Services are governed by Italian law.

18.2(*) All disputes brought by the Client arising from or in connection with the Services, including non-contractual disputes, shall be subject to the exclusive jurisdiction of the courts of Milan (Foro di Milano). PGA may also bring proceedings before the courts of the place where the Client has its registered office or domicile or where its assets are located, or before any other competent court. Clause 16 remains unaffected for consumers.

19. Clauses subject to specific approval

19.1Pursuant to Articles 1341 and 1342 of the Civil Code, the Client declares that it specifically approves in writing the clauses marked with an asterisk (*), namely clauses 4.2, 4.3, 6.2, 6.3, 15.2, 15.3, 17.1 and 18.2. Approval is given by signing the order confirmation form, the engagement letter or any other written agreement that refers to the Terms and to those clauses.

20. Definitions and interpretation

20.1In the Terms, unless the context requires otherwise, the following terms have the meaning set out below:

a)“Client”: the person who engages PGA, as identified in the order confirmation form, the engagement letter or other written agreement, or who gives instructions to PGA;

b)“Engagement”: the professional engagement given to PGA, including by means of an order confirmation form, engagement letter or written instructions accepted by PGA;

c)“In writing”: by communication sent in paper or electronic form (including e-mail and PEC) and, if sent by PGA, by a PGA professional;

d)“PGA”: PGA S.p.A. (VAT no. IT06661320967), with registered office in Milan, Via Mascheroni 31, and PGA S.p.A., Milan, Lugano Branch, taken together;

e)“Services”: the professional services provided by PGA under the Engagement, excluding the external services referred to in clause 4.2;

f)“Terms”: these general terms and conditions of engagement.

20.2The terms “including”, “for example” and similar terms introduce non-exhaustive lists. References to legal provisions include any subsequent amendments. Clause headings are for convenience only.

20.3In the event of conflict between the Terms and what has been specifically agreed in writing with the Client (for example in the order confirmation form or the engagement letter), the specifically agreed provisions prevail.

20.4The invalidity or ineffectiveness of any clause of the Terms does not affect the validity of the others. Failure or delay in objecting to a default does not constitute a waiver of the related rights.

20.5This English text is a translation of the Italian version of the Terms; in the event of any discrepancy, the Italian version shall prevail.