1. Introduction and Acceptance

• This Vendor Agreement (the “Agreement” or “Terms”) governs the relationship between Insperanto Ltd, a company registered in England and Wales (Company No. 12172027) with its registered office at City Road, London EC1V 2NX (“Insperanto”), and you, the undersigned or accepting Foreign Agent (“You”).
• By replying to an email from Insperanto confirming your acceptance of these Terms, or by accepting and performing any order or instruction from Insperanto, you agree to be bound by the current version of these Terms.
• Insperanto may update or modify these Terms at any time by publishing a new version on its website (insperanto.com/FilingAgentVendorAgreement) with a revised “Last Updated” date at the top of this page. Before accepting each new order or instruction, you agree to review the most recent version of these Terms and confirm your continued acceptance by email or by performance.

2. Definitions

• Client means any IP firm, attorney, patent owner/applicant, or service provider introduced to you by Insperanto.
• Services means all patent, trademark, or design filing, translation, legal, prosecution, and related professional services you perform.
• Initial Filing(s) means any initial filing instruction sent to you by Insperanto, that may include (without limitation to) the PCT National/Regional Phase Entry, Paris Convention Filing, or other initial application-related service as directed by Insperanto.

3. Relationship Overview

• Insperanto facilitates connections between Clients and Foreign Agents for IP filings and related services.
• All communication, billing, and payments for Initial Filings through to completion are handled exclusively and directly between Insperanto and Clients, in coordination with Foreign Agents.
• After the Initial Filing, all communication, billing, and payments are handled directly between Foreign Agents and Clients.
• Foreign Agents act independently and are solely responsible for the quality, accuracy, timeliness, and lawfulness of their Services.

4. Scope and Performance

• You shall perform all Services diligently, professionally, and in accordance with applicable law and Client instructions as conveyed by Insperanto.
• You shall promptly notify Insperanto of any issues or delays and maintain strict confidentiality of all Client and Insperanto information.

5. Fees, Invoices and Payments

• You shall perform the Services strictly in accordance with the fees and charging terms agreed in writing with Insperanto and/or the relevant Client, whether such agreement is set out in an exhibit to this Agreement or confirmed by email or other written correspondence. You shall not charge any amounts, surcharges, or disbursements beyond the fees so agreed without Insperanto’s prior written consent. You shall not incur any costs or third-party charges in connection with the Services unless and until you have received explicit written instructions from:

• • a. Insperanto, in respect of Initial Filings; and
  • b. the Client, in respect of Post-Filing Prosecution Services.

• You shall issue an invoice to Insperanto upon completion of each Initial Filing, in accordance with the agreed fee and the invoicing requirements specified by Insperanto from time to time.
• In respect of Post-Filing Prosecution Services, payment terms shall be agreed directly between you and the Client, and Insperanto shall bear no responsibility for the timing or remittance of such payments unless otherwise expressly agreed in writing.
• All invoices shall specify the relevant matter reference, jurisdiction, Client name or code, and any applicable official fees or disbursements, and shall comply with all applicable tax and invoicing regulations.
• You acknowledge that any special fees, expenses, or alternative payment arrangements shall only take effect once agreed in writing (including by email) between you and Insperanto, or set out in an exhibit to this Agreement, which shall form an integral part of this Agreement and have the same force and effect as if incorporated herein.

6. Workflow and Client Engagement

• Initial Filings (You and Insperanto):
• All Initial Filing instructions are issued and managed by Insperanto. All related communications, quotations, billing, and payments must be coordinated through Insperanto until completion of each Initial Filing. You shall not accept or perform any new Initial Filings directly from Clients introduced by Insperanto. If such Clients contact you directly, you must refer them back to Insperanto to issue formal instructions.
• Post-Filing Prosecution (You and the Client): After completion of each Initial Filing, you shall handle ongoing prosecution directly with the Client and shall invoice the Client directly for such work.

7. Independent Contractor

• You act as an independent contractor and not as an employee, agent, or partner of Insperanto. You are responsible for your own staff, taxes, insurance, and compliance obligations.

8. Indemnity and Hold Harmless

• You agree to indemnify and hold harmless Insperanto, FundingIP, and their affiliates, officers, and employees from and against all losses, damages, costs, and expenses (including reasonable legal fees) arising from or related to:

• • a. your performance or non-performance of the Services;
  • b. any breach of law, confidentiality, or data protection obligations;
  • c. negligence, misconduct, or professional error; or
  • d. breach of Clause 6 (Workflow and Client Engagement).

• This clause shall survive termination of this Agreement.

9. Confidentiality and Data Protection

Confidential Information may be disclosed or made available to you. You may disclose Confidential Information to your officers, employees, or agents, solely to the extent necessary for the proper performance of the Services, and not otherwise. You shall be solely responsible for the security and lawful processing of any Personal Data handled, stored, or transmitted by you in connection with the Services, and shall implement and maintain appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. You shall not subcontract or delegate any part of the Services without Insperanto’s prior written consent. Where Insperanto consents to such subcontracting, you shall ensure that any permitted subcontractor is bound by a written confidentiality and non-disclosure agreement affording a level of protection to Confidential Information and Personal Data not less than that required of you under this Agreement, and that such agreement expressly recognises the rights and interests of Insperanto and, where applicable, the Client. You shall remain fully liable for all acts and omissions of any subcontractor as if they were your own.

10. Non-Solicitation

• You shall not, during the term of this Agreement or within twelve (12) months after its termination, without Insperanto’s prior written consent, directly or indirectly:

• • a. solicit, recruit, or attempt to accept direct instructions for Initial Filings from any Client introduced by Insperanto, except through Insperanto (a breach of this clause constitutes a material breach and grounds for termination); or
  • b. employ or engage any person who is or has been an employee, consultant, or representative of Insperanto.

11. Insurance

You shall, at your own cost, maintain in full force and effect appropriate and adequate insurance coverage, including professional indemnity (errors and omissions) insurance and cyber-liability insurance, in respect of all liabilities arising out of or in connection with the performance of the Services. Such insurance shall provide coverage of not less than USD 1,000,000 (one million United States dollars) per claim or per occurrence (or such higher amount as Insperanto may reasonably require from time to time), with a reputable insurer of recognised standing. You shall, upon request, provide Insperanto with satisfactory evidence of such insurance, including the name of the insurer, policy number, limits of coverage, and period of validity, and shall not cancel or materially reduce such coverage without giving at least thirty (30) days’ prior written notice to Insperanto. The maintenance of such insurance shall not limit or otherwise affect your liability under this Agreement.

12. Amendments

These Terms may be amended at any time by mutual written agreement of the Parties, including by email, provided the amendment clearly references the specific clause of these Terms being amended. Oral agreements or implied changes shall not be valid.

13. Termination and Survival

Either Party may terminate this Agreement immediately at any time, for any reason, and without penalty. Obligations relating to Fees, Invoices and Payments, Non-Solicitation, Confidentiality and Data Protection, and Indemnity and Hold Harmless shall survive termination.

14. Governing Law and Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

15. Acceptance

By replying to Insperanto by email stating your acceptance of these Terms, or by performing Services after receiving them, you confirm that you have read, understood, and agree to be bound by this Agreement.