General Terms and Conditions for Analysis Group SAS

1. Analysis Group SAS (AG) is a private company with limited liability (société par actions simplifiée), organized and existing under French law, whose purpose is to engage in providing economic, financial and strategic consulting services to clients. AG is registered under number 838 997 252 R.C.S. Paris and its registered office is located at 9 rue d’Argenson, 75008 Paris.
2. All instructions from clients are solely accepted and carried out by AG. Consequently, AG accepts responsibility and is solely and exclusively responsible for the services provided by or on behalf of AG. Only AG has or will have any obligation to you or to any other person with regard to these services, and only AG has or will have any personal responsibility for the services provided by AG (including by its affiliates, managing principals, employees and independent service providers acting on behalf of AG). Only AG has or will have any obligation to the client or to any other person with regard to these services, and only AG has or will have any personal responsibility for the services they provided on behalf of AG. You accept not to pursue a claim against any other person than AG with regard to these services.
3. The assignment you have given to us is one that is given solely to AG and not to any of the affiliates of AG. In performing its assignment, AG is allowed to subcontract with any of its affiliates in respect of all or part of its obligations, it being understood that AG will remain solely responsible vis-à-vis the client. AG is part of an international group of companies with Analysis Group offices in the United States, Canada, United Kingdom, Belgium and China. Each one of these offices provides services through its own independent legal entity under its own general conditions. We refer you to this URL of our website: https://www.analysisgroup.com.
4. AG shall have no liability (whether in contract or in tort), and will be indemnified and held harmless by the client for any and all damage arising in connection with AG's engagement, in both cases except to the extent attributable to AG's gross negligence or willful misconduct. AG's aggregate liability to counsel (to the extent applicable) and to the client, whether in tort, contract or otherwise, shall be limited to one time and a half the amount paid by the client for the services rendered by AG, to the extent permitted by applicable law. In any event, a claim is unenforceable if AG is not given written notice of the claim within one year of the discovery of an event or circumstance that gives or may give rise to a liability claim.
5. It is understood that AG is not expected and does not have the ability to (a) fully understand the client’s business or affairs; or (b) independently determine whether or not information provided to AG by counsel (to the extent applicable) or the client is accurate. Accordingly, AG shall not have any liability to counsel (to the extent applicable) or the client arising out of the accuracy of the information provided to AG, or the failure of counsel (to the extent applicable) or the client to provide accurate information, except to the extent that AG has been grossly negligent or reckless. The parties agree that AG’s actions, or failure to act, attributable to lack of information or to inaccuracy of information which was requested by AG in the performance of the services shall not be deemed grossly negligent or reckless.
6. In addition to the right to subcontract any or all of its obligations to its affiliates, AG may, in the name and for the account of the client, engage non-affiliated third parties (not acting on behalf of AG) in the performance of its services. AG will exercise the necessary due care in its selection of such third parties, and it is not liable for any acts or omissions of such third parties. AG is authorized by the client to accept any such third party's limitations of liability on its behalf.
7. Any services provided by AG are for the client's benefit alone and are provided solely for the purpose of the matter in respect of which they are given. AG's work may not be used or relied upon by third parties. You agree that you will not disclose AG's work to any third party without AG's prior written consent (except, if needed, to your other professional advisers, but without creating on AG's part any duty or liability towards them). In case AG consents to such disclosure to third parties, such consent will by no means be deemed to constitute AG's acceptance of any liability to such third parties. AG's contractual obligations apply to the relationship with the client only and do not extend to third parties, except where AG accepts such responsibility expressly and in writing.
8. The client indemnifies AG and its associated persons against any third-party claims that arise from or are in any way connected to the instructions from counsel (to the extent applicable) or the client and/or the services performed for counsel (to the extent applicable) or the client. Compensation will cover the costs of legal defense.
9. Unless otherwise indicated, all sums do not include VAT, nor do they include any tax, surcharge, or similar increase that a client, payer, or AG must pay under applicable laws, or AG must take into account.
10. AG’s work will be performed on a time and disbursement basis. AG’s rates are typically revised firm-wide on a calendar-year basis and therefore may be subject to increase during the course of an engagement.  A copy of AG’s current rates will be made available on request. AG will submit monthly invoices, payable upon receipt, which will show professional services charges and expense charges for such items as travel, purchase of data, report production and other similar costs, all of which will be payable in addition.
11. Unless otherwise agreed in writing, the client is solely responsible for payment of AG’s fees. Client and counsel (to the extent applicable) agree that AG’s fees are, where applicable, in no way contingent on the nature of AG’s findings, presentation of these findings in testimony, the outcome of any proceeding or receipt of payment from the client by counsel (to the extent applicable).
12. Any invoice that remains unpaid more than forty-five days after receipt will accrue interest at the rate of three (3) times the legal interest rate to which a EUR 40 flat indemnity for recovery costs shall be added. AG may withhold delivery of services and may suspend performance of its obligations pending payment of all charges that are due and unpaid more than sixty days after receipt, subject to a prior letter of notice to pay which remains without effect.  Counsel (to the extent applicable) and the client acknowledge that all invoices must be settled in full before the issuance of substantive work packages or at the time of report issuance, deposition testimony and trial testimony. The client will be responsible for all costs of collection (including attorneys’ fees) as may be allowed by law, which shall be a minimum of EUR 40. 
13. Any objection with respect to AG’s invoices must be made by the client and/or counsel (to the extent applicable) in writing within fourteen days following receipt of the invoice to which the objection is made.
14. To the extent permitted under applicable law, all confidential information gained in this matter will be kept confidential and shared only among AG (or AG’s affiliates in case of subcontracting) staff working on this matter and, to the extent necessary, with any experts or other third parties selected by you who have a need to know such information. It is intended that all communications among the client, counsel and AG are protected by all applicable privileges including, without limitation, the attorney-client and work product privileges, if and to the extent applicable.
15. Absent written instruction to the contrary with respect to a specific engagement, AG may maintain, destroy or otherwise dispose of materials relating to an engagement no sooner than ninety days after the conclusion of the engagement and in accordance with applicable law. Any instruction in writing should be provided to the primary matter contact at AG and to AG’s in-house counsel (legal@analysisgroup.com).
16. In the event that the client and AG are mutually indebted to each other and the client becomes subject to insolvency proceedings, such indebtedness shall be considered as resulting from an interrelated contractual relationship (“relation contractuelle connexe”) and shall therefore be subject to offset (provided, however, that AG sends a declaration of claim to the creditors’ representative prior to any offsetting and within the applicable time period).
17. The client may not assign its rights and obligations against AG to any third party (through a sale, a capital contribution, a donation or any other transaction, including the sale or contribution of a division (“branche d’activité”) or of a business as a whole (“fond de commerce”), or a merger, spin-off, split-up or other corporate restructuring) without the prior written consent of AG.
18. The client and counsel (to the extent applicable) will comply with applicable law in connection with this engagement, including all applicable anti-corruption, anti-money laundering, economic sanctions and anti-tax evasion laws, rules and regulations.
19. These general conditions apply to every assignment accepted by AG, including any follow-up assignments and new assignments. These general conditions can be changed by AG. You will be informed of such changes and unless you oppose to any objection within fifteen days from the receipt of that information, you will be deemed to have consented to the amended version of these general conditions. If you request us to perform work, the terms of the General Terms and Conditions of AG shall govern from the date of such request until mutually agreed upon terms are reached.
20. The legal relationship between the client, counsel (to the extent applicable), and AG is exclusively governed by French law. Any dispute is to be submitted exclusively to the Commercial Court of Paris. The language of the proceedings will be French.
21. AG and its affiliate company Analysis Group, Inc., which is established in the United States, process personal data in accordance with applicable data protection laws. AG processes personal data in accordance with its privacy notice, as may be amended from time to time, available at https://www.analysisgroup.com/policy.

For more information about us and our services, we refer you to our website: https://www.analysisgroup.com.