GENERAL TERMS AND CONDITIONS

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1. Introduction

These Terms and Conditions (“Terms”) govern the provision of services by PROPER, Intellectual Property (“the Firm,” “we,” “us,” or “our”) to clients (“Client” or “you”) in relation to intellectual property (IP) matters, including but not limited to trademarks, patents, copyrights, trade secrets, licensing, and enforcement. By engaging our services, you agree to be bound by these Terms.

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2. Scope of Services
The Firm provides advisory, registration, prosecution, portfolio management, and enforcement services for intellectual property rights in domestic and international jurisdictions. The specific scope of services will be defined in a separate engagement letter or agreement.

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3. Engagement and Instructions
Services commence only upon written confirmation of engagement. The Client agrees to provide accurate, complete, and timely information and instructions necessary for the Firm to perform its services. The Firm shall not be responsible for delays or errors resulting from incomplete or inaccurate information.

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4. Use of Foreign Associates.
For international matters, the Firm may engage third-party agents, foreign associates, or local counsel. While the Firm exercises reasonable care in selecting such providers, it does not assume liability for their acts, omissions, or advice. The Client may be required to accept additional terms imposed by such third parties.

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5. Fees and Payment
Fees for services will be outlined in the engagement letter and may include professional fees, official fees, and disbursements.

• All invoices are payable within the stated period.

• Late payments may incur interest or suspension of services.

• The Client is responsible for all foreign exchange costs, taxes, and bank charges associated with international transactions.

 

6. Estimates and Costs
Any cost estimates provided are indicative only and not binding. Actual costs may vary depending on jurisdictional requirements, complexity, and changes in law or procedure.

 

7. Confidentiality
The Firm will maintain the confidentiality of all Client information in accordance with applicable laws and professional obligations. Confidential information may be disclosed where required by law, court order, or regulatory authority.

 

8. Conflicts of Interest
The Firm reserves the right to decline or terminate representation if a conflict of interest arises. Where appropriate, the Firm may seek informed consent from affected parties.

 

9. Intellectual Property Ownership
All pre-existing intellectual property rights remain with their respective owners. Unless otherwise agreed, the Firm retains ownership of its work product, templates, and methodologies, while granting the Client a limited, non-transferable license to use deliverables for their intended purpose.

 

10. Client Responsibilities
The Client agrees to:

• Provide timely instructions and approvals

• Review filings and documents for accuracy

• Monitor deadlines communicated by the Firm

• Comply with applicable laws and regulations

 

11. Deadlines and Time Sensitivity
IP matters often involve strict statutory deadlines. While the Firm will use reasonable efforts to track and communicate deadlines, ultimate responsibility rests with the Client to provide timely instructions and approvals.

 

12. No Guarantee of Outcome
The Firm does not guarantee the success of any application, registration, or enforcement action. Outcomes depend on regulatory authorities, courts, and third-party actions.

 

13. Limitation of Liability
To the maximum extent permitted by law:

• The Firm’s liability is limited to the total fees paid by the Client for the relevant matter.

• The Firm shall not be liable for indirect, incidental, or consequential damages, including loss of profits or business opportunities.

 

14. Indemnification
The Client agrees to indemnify and hold harmless the Firm against claims, losses, or liabilities arising from the Client’s misuse of services, inaccurate information, or unlawful activities.

 

15. Data Protection and Privacy
The Firm processes personal data in accordance with applicable data protection laws. For international matters, data may be transferred across jurisdictions with differing levels of protection.

 

16. Termination
Either party may terminate the engagement with written notice. The Firm reserves the right to terminate services immediately in cases of non-payment, unlawful conduct, or breach of these Terms. The Client remains responsible for all fees incurred up to termination.

 

17. Governing Law and Jurisdiction
These Terms shall be governed by the laws of Mexico City, unless otherwise specified in the engagement letter. Disputes shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

 

18. Amendments
The Firm may update these Terms from time to time. Updated versions will be communicated or made available and will apply to ongoing and future engagements.

 

19. Entire Agreement
These Terms, together with the engagement letter, constitute the entire agreement between the parties and supersede any prior agreements or understandings.

 

20. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.