Terms and conditions

Updated on 18/01/2021

Every order for the route planning, optimization and monitoring services offered on the antsroute.com website (hereinafter the “Website”) implies the prior reading and the full acceptance of these General Terms and Conditions (hereinafter the “General Terms and Conditions”).

The Customer declares that he/she is informed that his/her agreement to the content of these General Terms and Conditions does not require the handwritten signature of these General Terms and Conditions: the final click of registration to the services (hereinafter the Platform) by the Customer results in the conclusion of a Contract for the provision of services under the terms and conditions defined below.

Between the undersigned::

ANTSWAY“, public limited company with a capital of 120,666.60 euros, having its headquarters at 5 Rue Saint-Georges, 54000 NANCY, listed in the Registre du commerce et des sociétés de Nancy under number 812 263 408, represented by its CEO, duly authorized for this purpose,



The Customer is the natural or legal person registering to the Site or placing an order on the Site. The natural person who actually registers on the Site declares that he/she has the legal capacity and powers of representation to commit him/herself or the legal entity for which he/she is contracting hereunder. The Client declares in all cases that he is a professional acting for the needs of his job, and consequently declares that he is informed that he does not benefit from the legal provisions protecting consumers.

are hereby referred to together as “the Parties”.


The Client provides services in the logistics or field service industries.

ANTSWAY has developed an application for managing and optimizing delivery, pickup and field service routes, called AntsRoute, which is made available to its clients in a cloud-based architecture (SaaS)



In this Agreement as defined below in Article 2, words or expressions starting with a capital letter will have the following meaning:

  • Agent(s)” is the person to whom the Customer, as defined below, registered as such in the Application entrusts the execution of planned and optimized routes.
  • Application” or “Interface” means all the computer programs developed and published by ANTSWAY, which are the subject of this Contract. The AntsRoute Application, whose functionalities are described on the www.antsroute.com website, is made available to the Client by connecting to the Platform via the Internet.
  • Authentication” is the procedure by which the Client provides and confirms its identity, by communicating its User ID and password.
  • Database” is the set of data, organized for use by the API, whose framework is the property of ANTSWAY and whose content is the property of the Client.
  • User Account” is an access opened to a User. A User Account corresponds to a unique User and a unique Identifier.
  • Contract” is all the contractual documents constituted by the present document.
  • Documentation” is the description of the features of the Application and the list of prerequisites necessary to use the Application.
  • Identifier” is a unique access code given to the Customer which, together with a password, enables him to make his Authentication to access the Interface.
  • Offer” is an access to the Platform associated with several services and software features, and a licence fee, for a limited time. An Offer is subscribed for at least one Agent or one Vehicle.
  • Platform” is the set of servers made available to the Customer by ANTSWAY, on which the Application runs and on which the Database is hosted, providing an interactive electronic service online in “SaaS” mode, accessible at the address communicated by ANTSWAY.
  • SaaS” (Software as a Service) is the remote provision of the API features, using Internet technologies and accessible through the Internet network, the API and the Database it processes remaining on the ANTSWAY Platform.
  • Users” is the persons acting in the name and on behalf of the Customer as well as the natural persons authorized by the Customer to use the API and the Application.
  • Vehicles” is the vehicle assigned to an Agent by the Client, registered as such in the Application, allowing the completion of optimized and planned routes.


The purpose of this Contract is to define the terms and conditions under which ANTSWAY grants to the Client who agrees to it:

  • a right of access and remote use in SaaS mode to the AntsRoute Application (licence),
  • a maintenance and data hosting service.


ANTSWAY displays on its Site the Offers, products and services offered with their main characteristics, particularly their prices. This information is provided in French. The Customer declares that he/she is aware of this information when concluding the Contract.

The Contract binding the Parties consists of the present document accepted online by the Client and the descriptive elements of the Offers, products and services present on the Site at the time of registration or subscription to a new Offer.


The Customer irrevocably accepts these terms and conditions, as well as the terms of use or contractual terms and conditions that may be present in any document available on the Site, this acceptance being manifested by the “click” of definitive validation of registration on the Platform by the Customer, which has the same value between the Parties as a signature.

The Customer is therefore deemed to accept the application of all the rules mentioned herein, as well as those which may be present in any document available on the Site and in other contractual documents.

When registering on the Site and entering into the Contract, the Customer provides the name and contact details of a natural person or persons designated as Administrators.

The Customer then has the possibility, via the Administration Interface, to create additional User Accounts (and to delete them), for each of the Users that the Customer authorizes, under his responsibility, to use the Application. The Customer is thus able to manage the authorizations granted to each User under his responsibility via the Administration Interface. The use is authorized only to Administrators and only to Users to whom the Customer has opened a User Account. The Customer undertakes to ensure that Users comply with these Terms of Use. Failure to comply with these Terms of Use by an Administrator or a User will result in the Customer being held liable.

Article 4: VIOLATION

Access to the Platform may be limited or terminated by ANTSWAY as of right and User Accounts and data deleted in the event of non-compliance by the Client with any of its obligations.

This limitation or termination will take effect as soon as ANTSWAY notifies the Client by e-mail, without prior notice and without prejudice to ANTSWAY’s right to seek compensation for the entire damage caused by the Client’s failure to comply.

In case of limitation or termination, the Client assumes full responsibility for the consequences, particularly in terms of continuity of its internal management.


ANTSWAY keeps the right to edit the terms of this Contract and the contractual elements present on the Site, by making them available on the Site at any time and without notice.

The Contract and the contractual elements thus modified will be posted on the Site and will be applicable to any subsequent new subscription or renewal of Offers.

It is therefore the Customer’s responsibility to consult the terms of this Contract and the contractual elements present on the Site before each new payment and as often as necessary.


The Client acknowledges that the computerized registers, kept in ANTSWAY’s computer systems under reasonable security conditions, are considered as proof of the exchanges, orders and payments made between the Parties. The contractual documents are archived on a reliable and durable support that can be produced as proof.


The Agreement comes into force when the Customer registers for the AntsRoute Application.

It automatically expires, unless the Parties agree otherwise, upon expiry of:

  • of the “Trial” Offer if no new paying Offer is subscribed by the Customer,
  • of a Chargeable Offer, if its automatic renewal is deactivated by the Customer in his Administrator space and if no new Offer is subscribed.

However, it may be automatically extended if the Customer subscribes to a new Offer in the month following the automatic termination.

Article 8: SERVICES

Under the terms of the Contract, ANTSWAY grants the Client, who accepts it, a non-exclusive and non-transferable right to use the Application, for a limited period of time, and for the Client’s own needs only. The right to use the Application granted is limited in time and is granted in the context of an Offer and for a limited number of Agents or Vehicles. It is subject to full payment of the fee.

The antsroute.com Website and the Documentation contain a full description of the conditions of access to the Platform, the features, the Offers, as well as the technical prerequisites necessary to use the Application.

This right of use is performed by remote access, via the Internet network, from the moment the Client logs on to the ANTSWAY Platform, from any other location via the API, and exclusively for the use of the Application’s features as described in the online Documentation of the Application within the framework of the Offer subscribed to.

The right to use the Application includes the provision of disk space allocated to the Customer, on the Platform, at the time of the order, for the storage of its data. The volume of this space is sufficient for use of the Application in accordance with the Customer’s needs for a period of 1 year.

The Application remains on the ANTSWAY Platform and ANTSWAY does not provide a copy of the Application in any form or on any device whatsoever to the Client.

ANTSWAY provides the Client with access to the Application in SaaS mode 24 hours a day and 7 days a week, subject to interruptions due to maintenance, breakdowns or failure outside ANTSWAY. These temporary interruptions will not give rise to any compensation to the Client. Furthermore, ANTSWAY reserves the right to limit access to the services made available to the Client in the event of use that is clearly disproportionate to the needs of the company (in comparison with the average use of other clients).


ANTSWAY undertakes to use its best efforts in terms of human and technical resources to provide the rights and services covered by the Contract. ANTSWAY is subject to a general obligation of means, particularly in view of the unforeseen events inherent in Internet technologies, and therefore undertakes to provide the services provided for in the Contract in accordance with the rules of the trade.

The services provided by ANTSWAY should not be considered as consulting services of any kind, nor as an interference of ANTSWAY in the management of the Client. The role of ANTSWAY is to provide the Application, the use of which is left to the discretion and responsibility of the Client. ANTSWAY is not responsible for the harmful consequences of any errors in the data or in the results of the processing.

By express agreement, ANTSWAY’s liability can only be retained if the Client demonstrates a fault causing damage and that the claim is based on the Client’s use of the AntsRoute Application in accordance with the provisions of the Contract. In this case, the Parties agree to exchange as soon as possible in order to find a favourable solution to reduce/end the damage.

However, ANTSWAY is not liable for indirect damages such as commercial or intangible damages, loss of clientele, profit or turnover, damage to image, loss of data, files or software suffered by the Client, the increase in expenses, the cost of services required to implement or correct the data or results obtained, which could result from the non-performance of the Contract. Any action brought against the Client by a third party shall be deemed to be indirect damage and consequently shall not give rise to any right to compensation.

In all cases, if ANTSWAY’s liability is found, the amount of damages that may be awarded against it shall not exceed, for all losses combined, the sums actually received by ANTSWAY for the performance of this Contract during the calendar quarter in which its liability is claimed.

It is expressly agreed that this article shall survive the termination or cancellation of the Contract for any reason whatsoever.


The Customer undertakes to acknowledge and comply with all the conditions of use of the Application which are communicated to him, regardless of their device, on the Site, by e-mail or via the present document.

The Customer undertakes:

  • To pay the contractual fee to ANTSWAY;
  • To respect the intellectual property rights of ANTSWAY;
  • To make its best efforts not to use the Application in conditions that could undermine the proper functioning or security of the Platform;
  • To ensure that the data is stored on the Platform for a period not exceeding 1 year of use;
  • To make its best efforts to ensure that the data transferred to the Platform does not hinder the proper functioning of the Platform or the Application. In particular, he/she undertakes to use his/her best efforts not to store, on the Platform, any data:
    • containing or likely to contain viruses; or,
    • that is unlawful, immoral or infringes the rights of third parties, in particular intellectual property rights.
  • To ensure that all Users are trained in the use of the Application and basic Internet technologies;
  • To ensure the confidentiality and security of the access device so as to allow the use of the Application only to Users, to the exclusion of any third party.

The Identifiers and passwords provided by the Customer to the Users are confidential. The Customer undertakes to ensure that Users do not disclose their User IDs or passwords. In case of accidental disclosure (loss, theft, etc.) or voluntary disclosure, the Client agrees to inform ANTSWAY. Authentication of a User by means of an Identifier and a password implies that the Client, holder of the Identifier used, is responsible for the operations carried out using this Identifier.

Furthermore, it is the Client’s responsibility to ensure that:

  • the information transmitted by the Client on the ANTSWAY Platform is free of errors;
  • all precautions are taken by the Client to reduce the damage resulting from the performance of the Contract and the use of the Application, in particular by making full backups of its data.

Finally, the Client guarantees ANTSWAY that it has all the legal and administrative authorisations required for the use and performance of the processing carried out by the Application. The Client therefore guarantees ANTSWAY against any recourse by third parties due to the collection and addition of data by the Client in the Database.

Article 9: OFFERS


The Offer subscribed to when registering for the Platform is a Trial Offer limited in time, limited in number of Agents or Vehicles and does not give rise to a fee. This “Trial” offer is intended to enable you to get to know the operation and features of the Application. This offer can only be taken out once by a Customer. Its duration is a maximum of seven (7) days from the date of registration on the Platform. This offer is also limited to 500 visit points.


Following registration, the Customer may, at any time, subscribe to a time-limited paying Offer, limited in the number of Agents or Vehicles and giving rise to a fee.

The antsroute.com Website and the Documentation contain a full description of the conditions of access to the Platform, the features, the Offers, their prices, as well as the technical prerequisites necessary to use the Application. The Customer has also had the opportunity to learn about the operation and most of the features of the Application in the context of the “Trial” offer proposed to all customers.

Thus, when subscribing to a paying offer for a number of Agents or Vehicles, the Customer declares that he/she has been able to freely verify, under his/her responsibility, that:

  • the user interface of the Application, its ergonomics and the technologies implemented by the Application or required for its use, are fully compliant with its expectations and compatible with its computer environment.
  • the Application and associated services offered by ANTSWAY are in accordance with its needs, both in terms of features and purpose.

No claim or request for reimbursement may be made by the Customer on the basis that one of these elements is unsatisfactory or causes any problem.

An Offer is automatically and tacitly renewed at the end of the term for the number of Agents or Vehicles subscribed to.

The fee payable to Antsway by the Customer for a given paid Offer is proportional to the number of Agents or Vehicles subscribed.

The number of Agents or Vehicles subscribed may be modified at any time by an Administrator. However, this modification will take place at the end of the Offer, when it is renewed, unless the Customer wishes to increase the number of Agents or Vehicles available. Indeed, if during the course of the Offer, the Customer wishes to increase the maximum number of Agents or Vehicles available, an invoice will be issued on a pro rata basis.

The computerised registers, kept in ANTSWAY’s computer systems under reasonable security conditions, are considered as proof of the exchanges, orders and payments made between the Parties. The contractual documents are archived on a reliable and durable medium that can be produced as proof.



ANTSWAY continuously supervises (7 days a week, 24 hours a day) a set of control points of its technical and software infrastructure. These measures enable the monitoring of infrastructure developments in order to prevent issues by regularly examining the drifts and to act very quickly on an incident in order to disconnect the failing part of the infrastructure if necessary.

ANTSWAY is committed to all its customers to implement all the means to ensure an annual service availability of over 98%.


ANTSWAY commits to certain uses of the Platform in terms of response times, excluding connection time.

The Client is personally responsible for acquiring the hardware and software, as well as subscribing to the telecommunications services (Internet access) required for remote use of the Application. The Client is informed that access to the Application assumes that Users have previously connected to the Internet using an appropriate and up-to-date browser (Chrome or Firefox).

The costs of connection to the Internet network allowing access to the Application are borne exclusively by the Client. Furthermore, the Client declares that he/she is aware that the transmission of data on the Internet is subject to unforeseen events that are totally independent of ANTSWAY, particularly in terms of transfer speed, connection reliability, security and integrity of the data transmitted. Therefore, ANTSWAY cannot be held responsible for any difficulty caused by a problem of data transmission on the Internet.


ANTSWAY regularly releases new versions of the Application as part of the corrective and progressive maintenance. These modifications to the Application may be made without prior notice to the Client and without compensation. It is expressly agreed that only the new versions will be accessible by the User.

The Client undertakes to update its computer configuration, and in particular its Internet browser, if ANTSWAY so requests, as the services can only be provided on the basis of the configuration required by ANTSWAY for the latest version of the Application.


For the execution of the support and maintenance services, ANTSWAY operates from its own premises from Monday to Friday (excluding public holidays) from 9:00 am to 12:00 pm and 2:00 pm to 5:00 pm (Paris time).


Requests for technical assistance can only be made by the Client via the ANTSWAY ticketing tool available directly on the Application. The duration of the services provided by ANTSWAY as part of this assistance is limited to 20 minutes per month per Client.

Technical assistance is not intended to replace User training services.


11.3.1 Reporting the incident
Any incident will be reported via the ANTSWAY ticketing tool, which will record the time the report was taken into account, the Client’s explanations and the corrections made, until the incident is closed.

The report must mention all the information allowing the anomaly to be reproduced (reproducible scenario).

11.3.2 Handling the incident


  • “Anomaly” is any defect, bug, non-conformity or error in design, programming, installation, relating to all or part of the Application.
  • “Minor Anomaly”: the anomaly damages a Business Process.
  • “Major Anomaly”: the anomaly blocks a Business Process with no workaround.
  • “Business Process”: a process that makes it possible, through the Application, to assign planned work to the different resources available. This process is considered as blocked when it does not respond within the maximum calculation time set (excluding connection time) by Antsway.
  • “Workaround”: a solution that makes it possible to achieve results without generating a significant overload for the Users.

Processing time:
ANTSWAY undertakes to take into account the incident report by the Customer, and to correct the Major Anomalies affecting the Application within the following deadlines:

  • Taking into account within 4 working hours,
  • Unblocking within 24 working hours following the recognition of the blockage and following the provision of a reproducible scenario.

The deadlines start from the incident declaration if it is supported by a reproducible scenario or from the transmission of the reproductive scenario if it is transmitted after the incident declaration.


ANTSWAY will regularly inform the Client of “Product upgrades”, i.e. upgrades to the Application made by ANTSWAY.


ANTSWAY undertakes to implement all means to limit downtime for planned maintenance over a period of one year. These downtimes for planned maintenance will not be taken into account for the calculation of availability.



The amount of the fee depends on the Offer and the number of Agents or Vehicles subscribed to (licences). It is proportional to the maximum number of Agents or Vehicles subscribed to. The current rates for the Offers are indicated on the antsroute.com Website. These rates may be modified at any time by ANTSWAY. Consequently, the Customer is invited to consult them regularly, during the performance of this Contract, and in any case before each payment.

The amount of additional services or costs, if not indicated on the site, are available on request.

Prices are quoted without tax and will therefore be increased by the taxes in force on the day of invoicing.

The fee for the use of the Platform as well as any additional services or costs are due for the period to come.


The fee is paid mainly online by credit card.

When subscribing for the first time to a paying Offer, the Customer enters his bank details. They are then automatically subscribed to the direct debit system. These direct debits will be made automatically each time the Offer is renewed. The Customer may unsubscribe at any time, if he/she wants, directly in his/her Administrator area.

Furthermore, in the event of the renewal of an Offer and the associated direct debit on the associated bank card, the Customer shall receive prior information by email a few days beforehand, enabling him/her to refuse this automatic renewal and cancel this subscription.

For each online payment made, ANTSWAY automatically issues an invoice which is sent to the Client by email.

For additional services for which payment is not available online, ANTSWAY regularly issues adjustment invoices.

In this case, the invoices are payable by bank transfer within thirty (30) days of their receipt by the Client.

In the event of a complaint about the amount or nature of the services invoiced, the Client must send this complaint and its explanations by registered letter with acknowledgement of receipt, before the 10th of the month following the issue of the invoice. Any subsequent complaint will be rejected.

In the event of failure to pay all sums due under this Contract by the due date, late payment penalties shall be payable by the Client at the rate of three times the legal interest rate. Pursuant to Articles L. 441-6 and D. 441-5 of the French Commercial Code, a fixed compensation for collection costs in the amount of forty euros (€40) shall be due in the absence of payment on the due date.

In the event of non-payment, even partial, of any invoice when due, ANTSWAY reserves the right to suspend all access to the Application until full payment of the sums due, without refund or compensation, and without this suspension being considered as a termination of the contract, but without prejudice to ANTSWAY’s right to terminate the Contract in accordance with the article « Termination”.


ANTSWAY declares and guarantees that it has all the intellectual property rights necessary to grant the Client the rights stipulated herein, in accordance with the provisions of the Intellectual Property Code.

Except for the rights of use granted to the Customer, there is no transfer of property rights on the above-mentioned elements to the Customer. In particular, the use of the Platform does not give the Client any right to the source code of the Application.

ANTSWAY guarantees that it owns the intellectual property rights to the computer programs that may be automatically downloaded to the Users’ machines when using the Application. These programs, although they are not executed on the ANTSWAY Platform, are an integral part of the Application and are protected in the same way.

As a consequence of the above, the Client shall refrain from any act or behaviour that may directly or indirectly infringe the intellectual property rights of the Platform, as well as the associated trademarks.

The Customer remains the owner, as far as it is concerned, of:

  • Its own developments;
  • Data and information integrated in the Database and in the Anonymized Database.

The right of use is exercised by remote access, via the Internet network, from the secure connection to the ANTSWAY Platform, and exclusively for the use of the features of the Application as described in the Documentation.

Any use not expressly authorized by ANTSWAY under the terms of this Agreement is illegal, in accordance with the provisions of Article L.122-6 of the Intellectual Property Code.

The Client is therefore prohibited from carrying out, in particular:

  • Any reproduction, representation, dissemination or distribution of all or part of the Application, whether in return for payment or free of charge;
  • Any form of use of the Application, in any way whatsoever, for the purpose of designing, producing, distributing or marketing similar, equivalent or substitute products or services;
  • Adaptation, modification, transformation, adjustment of the Application, for any reason whatsoever, including to correct errors;
  • Any transcription, direct or indirect, any translation into other languages of the Application;
  • Any decompilation of the Application, except in the cases expressly provided for in Article L.122-6-1 of the Intellectual Property Code;
  • Any use for a treatment not authorized by ANTSWAY;
  • Any modification or bypassing of protection codes such as, in particular, the Identifiers and passwords;
  • Any attempt at unauthorized intrusion on the Platform.

Furthermore, the Customer shall refrain from developing software that may compete directly or indirectly with the Application.

Article 14: HOSTING

It is expressly agreed between the Parties that the Database and the processing will be hosted by a third party located in the European Economic Area, to which ANTSWAY subcontracts the provision of hosting services.

In its capacity as a “subcontractor” within the meaning of the French law n° 78-17 relating to data processing, files and privacy and of the “RGPD”, ANTSWAY undertakes to use the data, within the framework of the Contract, only on the instructions of the Client, the data controller, in accordance with article 35 of the law and article 28 of the RGPD. ANTSWAY undertakes not to access the data without the prior consent of the Client.

ANTSWAY undertakes not to transfer, disclose or use the data contained in this Database hosted on behalf of the Client except for the strict needs of the execution of the Contract or at the request of a judicial authority.

ANTSWAY implements means of protection and security of its Platform (firewall systems, intrusion prevention, secure https connections, individual accounts,…) including the Database. Continuous monitoring is carried out.

The Client shall however remain exclusively responsible for the data that they transmit or receive in the context of the execution of this Contract. The Client undertakes to compensate ANTSWAY for any damage that may be caused by these data.

The Client undertakes, on its own behalf and on behalf of the persons working on its behalf, not to circumvent or attempt to circumvent the protection system integrated in the Database.


The data transmitted for the purpose of using the Application includes personal data and it is therefore the responsibility of the Client, ANTSWAY and its subcontractors to comply with all the obligations incumbent on them under the regulations, in particular the provisions of Law No. 78-17 of 6 January 1978, known as the Data Protection Act, and European Regulation No. 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter “RGPD”). The Client is the controller of the Personal Data and ANTSWAY is its subcontractor.

As a subcontractor of the processing of personal data, ANTSWAY undertakes in particular to respect the confidentiality of the data provided by the Client.

The Client acknowledges that he/she has obtained the consent of the natural persons whose contact details, e-mail addresses or phone numbers are entered on the Platform on his/her behalf. The Customer declares that he/she is personally responsible for requests for rectification or deletion of data entered on his/her behalf. ANTSWAY undertakes to assist the Customer if necessary for these requests.

The Client agrees that ANTSWAY may send him e-mails or information letters, of a technical and/or commercial nature, during the term of this Agreement and for 36 months after its termination.


ANTSWAY carries out a backup of the Database. The data corresponding to 1 sliding year of routes is archived, the data is then deleted without the Customer being able to claim any compensation whatsoever. It is therefore the Customer’s responsibility to regularly extract from the Platform the data that he/she wishes to archive. The Client may also ask ANTSWAY to send him a copy of this data by e-mail on a regular basis. This service will be invoiced in this case at the current rate.

The Client also has the possibility, at any time, to delete, via his Administrator space, all his data provided and processed by the Application. In the event of deletion of data by an Administrator, the Customer assumes full responsibility for the consequences, particularly in terms of continuity of its in-house management.


Each Party undertakes to consider as confidential all documents and information that will be given to it by the other Party in the context of the performance of the Contract. They may not under any circumstances be communicated to third parties, nor used for purposes other than those defined in the Contract, and must be destroyed or returned immediately to the other party upon expiry of the Contract.


Without prejudice to the rights previously granted to the Client for the use of the Application, the parties agree to use their names, acronyms, logos, commercial names and corporate names on any document as a commercial reference.


The Customer may not transfer this Contract to a third party.

Article 20: RETURN OF DATA

In the event of termination of the contractual relationship, for any reason whatsoever, the right to use the Application will end. For a period of one month from the termination of the Contract, ANTSWAY will keep the Client’s data. The Client may ask ANTSWAY to send him a copy of this data by email. This service will be invoiced at the current rate. After this period, the data will be destroyed without the Client being able to claim any compensation whatsoever.



Each Party declares that it has full authority to sign the Contract and that, in the event that its signature would require the prior approval of one of its management, administrative or supervisory bodies, or its shareholders or partners, such prior approval has been obtained.

The contract, both in its content and in its past, present and future application, cannot therefore be called into question on the basis of the absence of such authorisation.


This Contract contains the entirety of the obligations of the Parties.

It cancels and replaces all previous agreements between the Parties, whether written or verbal, having the same object.


Only a written amendment duly signed by both Parties may validly modify the provisions of the Contract. Except as expressly stipulated in the Contract, no amendment to the Contract may result from an exchange, even in writing, between the Parties, or be inferred from the behaviour or words of a Party, without the signature of such an amendment.


If any provision of this Contract is invalid, the other provisions shall remain in force. The Parties shall then agree to adopt a new provision which shall replace the provision in question.


Each Party acts in its own name and on its own behalf as an independent contractor. It has neither the power nor the authority to bind the other Party in any way whatsoever. Nothing in this Agreement shall be construed as creating between the Parties an agency, a subsidiary, an agent or an employee-employer relationship.


The fact that one of the Parties has not required the application of a provision of the Contract shall not in any way be considered as a waiver of the rights that this Party has under this provision.


The Parties’ contractual relations are governed exclusively by French law. The Parties must endeavour to settle any dispute relating to the Contract amicably. Any disputes relating to the Contract shall be submitted to the Commercial Court of Nancy (France). Each party hereby accepts the exclusive jurisdiction of this court, even in the event of summary proceedings, appeal for guarantee or multiple defendants.