General Terms and Conditions of Sales

Acceptance by Yole Group, or one of its regional subsidiaries (Yole Inc., Yole K.K., Yole Taiwan, or Yole China) (“Seller”), of any purchase order, quotation, contract, or proposal of collaboration (“Order”) shall be strictly subject to these General Terms and Conditions of Sale. No other terms shall apply unless expressly agreed in writing by Seller. 

Except for such terms that have been specifically accepted by seller in writing, any additional, different, or conflicting terms and conditions in any documents issued by the buyer are hereby objected to by Seller, are deemed wholly inapplicable to any sale made or license granted by Seller and shall not be binding in any way on Seller. 

Buyer shall mean any organization purchasing one or more products and/or services  offered for sale by Seller. 

1 – Products and Services 

Products and Services shall mean any market, technology and strategy consulting, media and corporate finance services, reverse engineering/costing analyses and services, performance analysis and/or systems design and characterization, as well as IP and patent analysis proposed by Seller worldwide. Products and Services are either: 

 Products and Services are divided into 2 categories: 

Reports are established in PowerPoint and delivered in a PDF format with an additional Excel file. They may include 30 min of Q&A session with an analyst/author. More time can be allocated on a fee basis.  Three types of reports exist: 

Monitors are established and delivered in Excel. An additional PDF can also be added. Q&A with an analyst is included for each monitor (except when specified otherwise).  

Teardown tracks are established on an online library format, with information and data directly accessible on dedicated pages. Information and data extracts can be downloaded in PowerPoint and delivered in a PDF format with an additional Excel file. They involve pictures and data provided pursuant to a subscription service. Teardown track may include 30min of Q&A session with an analyst/author. More time can be allocated on a fee basis. 

2 – Intellectual Property Rights, Ownership and access 

“Intellectual Property Rights” (“IPR”) shall mean any rights held by the Seller in a Standard Product, or in any other product sold or service rendered by Seller, including any patents, trademarks, registered models, designs, copyrights, inventions, commercial secrets and know-how, technical information, company or trading names and any other intellectual property rights or similar in any part of the world, notwithstanding the fact that such IPR has effectively been registered or not, and shall include any pending registration of one of the above mentioned rights. 

2.1 – Ownership and access 

All the IPR attached to Standard Products and Services are and remain the sole property of Seller and are protected under French law as well as international copyright laws and conventions. 

2.1.1 – For Standard Products, after purchase and delivery, Buyer is the beneficiary of the materials delivered but Seller remains the sole owner of the Standard Products IPR and of its contents. This means:  

2.2 – Contents use 

Buyer agrees not to disclose, copy, reproduce, redistribute, resell or publish a Standard Product, or the IPR of a Service or any part thereof to any other party other than the persons working for Buyer. Buyer shall have the right to use Standard Products solely for its own internal information purposes within a private and closed environment operated by Buyer. Buyer shall not in any event unless otherwise specifically agreed in writing by Seller, use any Standard Product or the IPR of any Service for purposes such as: 

Buyer shall not store Standard Product or IPR Service on external information storage systems or retrieval systems. 

2.3 – If Buyer would like to use data coming from a Standard Product or Service for presentations, press announcements and any other projects, Buyer must first contact Seller’s Public Relations (publicrelations@yolegroup.com) to receive an official authorization therefor and confirmation that the data is up to date. Seller may also require Buyer to use data provided by Seller in a format it deems suitable for public use. 

2.4 – Buyer shall be fully responsible towards Seller of any infringement of the obligations described in Article 2.2 and 2.3 above, whether such infringement originates from Buyer’s employees or any person to whom Buyer has delivered a Standard Product or provided a Service. Furthermore, Buyer shall defend (in coordination with Seller if it so desires), indemnify and hold harmless Seller against any claims and proceedings arising from the alleged infringement of these obligations. In the event that such unauthorized use or disclosure leads to a financial impact on Seller – whether through reputational damage, loss of commercial opportunity, regulatory exposure, or legal liability – Buyer agrees to fully indemnify and hold Seller harmless for all resulting costs, losses, expenses, or damages, including reasonable legal fees. 

2.5 – It is further acknowledged and agreed by Buyer that any investor in Buyer, any external consultant of Buyer or any joint venture made with a third party in which Buyer is involved, shall not be entitled to use a Standard Product or Service, unless such consultant or joint venture has directly paid to Seller the full price for a license to for such Standard Product or Service. 

2.6 – In case of identification from Seller of a leak of products, product parts or contents linked to Buyer and notification of that information from Seller to Buyer, Buyer agrees to cooperate in good faith with Seller and make its best effort to identify the source of such leak of products, parts, or contents. 

Should the identified source be confirmed and legal action be initiated by Seller against the infringing party, Buyer agrees to cover all reasonable legal fees, court costs, and associated expenses incurred by Seller in connection with such legal proceedings. This obligation shall apply where the source of the leak has been traced to Buyer’s organization, including its employees, contractors, or affiliated third parties having received access to the Standard Product or Service under Buyer’s responsibility. 

3 – Offers definitions 

Offers shall mean any way for Seller to sell Standard Products to Buyer. Several possibilities exist for each Standard Product and are available on demand to Seller.  

4. Delivery of products

4.1 – Delivery of a Standard Product or Service by Seller shall occur as per the potential provisions written on purchase order and upon payment as per the Buyer’s Order duly accepted by Seller and the process described below. 

4.2 – Delivery of Products shall generally be made by Seller through electronic means, either by email via the Seller sales organization, or automatically through online access granted by Seller via an email/password. 

4.3 – Delivery of teardown tracks shall occur as of the date of first publication on our website of the basic data and pictures of a teardown. 

4.4 – Buyer shall immediately verify the conformity of a Standard Product or Service with Buyer requirements. Any claim for non-conformity, including defective electronic delivery format must be made in writing by Buyer to Seller at the latest within eight (8) calendar days from the date of the original download or receipt of said Standard Product or Service. To support a claim, Buyer undertakes to produce sufficient evidence of any alleged non-conformity. Seller shall not incur any liability if Buyer fails to provide timely notification. 

4.5 – Seller shall in no event be responsible for any delay in delivery of a Standard Product or Service in cases where a new event or access to new information requires the Seller’s analyst to dedicate extra time to compute or compare the data with the aim to enable Seller to deliver a Standard Product or Service corresponding to Seller’s quality standards. Seller shall notify Buyer at the earliest possible time upon knowledge of potential delay.  

4.6 – Buyer shall be responsible for ensuring that Buyer’s platform has the required capacities and authorizations to receive the Standard Product(s) and Services sent by Seller by email. Seller and Buyer shall each ensure that their respective libraries and data transfer systems used for the purpose of enabling data transfer as described herein, are free from viruses or any form of malware which may compromise the security of any data transmission between Seller and Buyer. 

5. Orders, prices, invoicing and payment 

5.1 – An order from buyer shall be deemed accepted by Seller only upon written acceptance and confirmation by Seller at the latest within seven (7) calendar days from receipt of said order from Buyer. In the absence of any such written acceptance and confirmation no order shall be considered binding upon Seller. 

5.2 – Prices are set according to the different offer types defined in Article 3. For each Standard Product offer or Service sold, any applicable taxes in the country where the Seller is based will be added. Prices are re-evaluated from time to time by the Seller. The effective price is deemed to be the one applicable at the time of acceptance of the Buyer’s order by Seller. 

5.3 – Payments due by the Buyer shall be made as set forth in the order accepted and confirmed by Seller to the account in the name of Seller indicated in said order. 

To secure the payments due to Seller, Seller reserves the right to request down payments from Buyer. The need for a down payment must be mentioned on the corresponding order accepted by Seller. 

5.4 – If Buyer fails to pay at the due date as set forth in an order from Buyer accepted by Seller and fails to request and obtain from Seller a payment extension, the latter shall be entitled to invoice interest in arrears based on the annual rate Refi of the «BCE» + 7 points, in accordance with article L.441-10 of the French Commercial Code. Also Buyer’s late payment will entitle the Publisher to apply a fixed compensation of forty (40) euros per invoice affected by the aforementioned late payment, it being specified that the Seller reserves the right to request, upon presentation of supporting documents, additional compensation if the collection costs incurred exceed this amount. 

5.5 – Seller Standard Products and Services are due for delivery only after receipt by Seller of any payment due by Buyer prior to delivery. 

5.6 – In the event of termination by Seller of an order which is attributable to a breach by Buyer of one or more of its obligations, Seller shall have the right to invoice all work performed by Seller at the time of termination, as well as the right to claim for damages for breach. 

6. Liabilities

6.1 – Buyer is solely responsible for (i) choosing the product, (ii) the use and interpretations the Buyer makes of the documents purchased and (iii) the results Buyer obtains based on such use or interpretations, including but not limited to its own advice and any acts Buyer bases thereon. Consequently, Seller responsibility can in no case be called into question for any direct or indirect damage, financial or otherwise, that may result from the use of one of its data aids or edited media. All the information that diffused and all of the edited products that Seller sell are susceptible of being modified, substituted or abandoned by Seller without notice and without engaging its responsibility in any way or form. 

6.2 – Seller warrants that all the information contained in the Standard Products and Services has been obtained from sources believed to be reliable. Seller does not however warrant the accuracy, completeness adequacy or reliability of such information, which furthermore cannot be guaranteed to be free from errors. 

6.3 – Any Standard Product that Seller commits to sell to Buyer at the date of Order before product publication, may, upon notice to Buyer, from time to time, be modified by Seller or substituted with a similar Standard Product with the written consent of Buyer. 

6.4 – If the deadline that Seller has committed to provide for the delivery of a Standard Product or Service cannot be achieved, Seller shall immediately inform Buyer and both Seller and Buyer agree to negotiate the extension of such deadline in good faith. 

6.5 – Seller Disclaimers 

Seller does not make any warranties, express or implied, including, without limitation, any representation or warrantee relating to ability and fitness for a particular purpose with respect to any Standard Products or Services, and Seller shall not incur any liability with respect to the delivery of Standard Products or Services, or for any errors, omissions or inaccuracies contained therein, except in the event Buyer can prove serious harm to Buyer resulting therefrom which can be deemed solely attributable to gross negligence or willful misconduct of Seller. Seller cannot commit to any particular result(s), and only commits to implementing reasonable means with the objective of implementing the agreed project. 

7. Termination

Buyer shall only be entitled to cancel an order with Seller in whole or in part, provided Buyer agrees to indemnify Seller for the entire costs that have been incurred by Seller as at the date of notification by Buyer of such cancellation. However, in no event shall such cancellation charges exceed the value of the cancelled order, or the fee applicable to items subject to the postponed delivery. 

In the event Seller should fail to comply with a core contractual obligation of Seller, Buyer may send a written notification to Seller requiring Seller within a period of thirty (30) days to comply with said obligation, and if Seller shall still fail to do so, Buyer shall be entitled to terminate the pending order without being liable for any compensation with respect to such terminated order. 

8. Miscellaneous

8.1 – All the provisions of these General Terms and Conditions of Sale are for the benefit of Seller, but also for that of its licensors, resellers and agents. (Each of them is entitled to assert and enforce these provisions against the Buyer). 

Any notices under these General Terms and Conditions of Sale shall be given in writing and shall be effective upon receipt by the other Party. 

8.2 – Seller may, from time to time, update these General Terms and Conditions of Sale, and the Buyer, shall be deemed to have accepted the then current version of such General Terms and Conditions of Sale, upon placement of an order by Buyer after the effective date of such update. 

9. Governing law and jurisdiction

9.1 – Any dispute arising out or in connection with these General Terms and Conditions of Sale or to any orders delivered by Seller shall be submitted in first instance to the jurisdiction of the International Chamber of the Economic Affairs Court of Paris (with proceedings to the extent allowed, being brought in English with no need to translate testimonies or documents into French) and in case of appeal to the jurisdiction of the International Commercial Chamber of the Paris Court of Appeals. 

9.2 – The laws of France, without reference to the provisions of French Law concerning conflict of laws, shall apply to all disputes between Buyer and Seller.