GENERAL CONDITIONS OF SERVICE
Last updated: May 2020
The present terms and conditions apply to the subscription of all services (as defined below) by the Co-contractor (as defined herein) with the company GUEST SUITE, société par actions simplifiée (simplified joint-stock company) with a share capital of €449.697, registered in the Nantes Trade and Companies Register under number 794 846 691, whose registered office is located at 10 rue Magdeleine, 44200 NANTES (hereinafter referred to as "GUEST SUITE").
The services related to the Platform (defined below), to which the Client (as defined herein) subscribes, are detailed in the Order (as defined hereafter). The Order forms an indivisible whole with the present terms and conditions (hereinafter referred to jointly as the "Contract"). In the event of any contradiction between the present document and the Order, the terms of the latter shall prevail.
Any other document not expressly mentioned above shall have no contractual value without the express agreement of the Parties and may not be invoked against them.
A - GUEST SUITE publishes, markets, and operates the Guest Suite software solution, along with their associated mobile app, which allows their users to manage their online reputation as well as spread their customer reviews across the digital space. This platform allows consumers and, more broadly, Clients to evaluate the products and services, that professionals provided them with, by submitting reviews. Then, Guest Suite shares this information via the website of the professional concerned and/or via social networks and other websites.
B - The Co-contractor wishes to collect and spread the customer reviews as well as analyze and understand what is said about their products and services. Such a comprehensive analysis constitutes a decision-making tool that can guide the sales strategy.
C - As they understand why it is relevant to use Guest Suite, the Parties concluded the present Contract.
In view of the foregoing, the following has been agreed and decided upon:
The terms defined hereafter shall carry, within the present terms and conditions (including this glossary), every time that they begin with an upper case letter, whether they are in the singular or the plural, the meaning that is given to them hereafter:
Review refers to any text, file, or information mentioning the Co-contractor, their products and/or services, including answers given to satisfaction surveys communicated by the Client via Guest Suite. It is GUEST SUITE which hosts these Reviews and makes them available on their Platform through credentials. GUEST SUITE is NF Service avis en ligne-certified by the AFNOR group, which demonstrates their ability to collect, moderate, and deliver online reviews. In this respect, the Co-contractor undertakes to strictly respect and ensure the certification's rules brought to their attention by GUEST SUITE during their contractual relationship, and to respond to all requests from GUEST SUITE regarding their implementation. Therefore, the Co-contractor acknowledges that they have been informed that:
- GUEST SUITE has been awarded the AFNOR certification. Thus, the Co-Contractor cannot claim the certification on his behalf. The certification only concerns the notification management process and not the reviews themselves. The NF logo is a registered trademark. As such, its use should comply with specific rules and rights that the Co-contractor undertakes to respect. Therefore, the Co-contractor acknowledges that the NF logo may not be used on their websites, computer applications, or for public documents without the express prior agreement of AFNOR Certification.
"Client" means any individual or company that has purchased a product or used a service from the Co-contractor and does not share any family relationship with the Co-contractor.
"Co-contractor" means the customer who has subscribed to the services. They have been identified in the Order and their contact details listed in their Personal Space.
"Order" means the order confirmation referencing and made under a subscription on the GUEST SUITE website or via a written or digital offer issued by GUEST SUITE, detailing the services subscribed to by the Co-contractor with GUEST SUITE.
"Personal space" means the Co-contractor's digital space within the Platform, accessible through credentials. By logging in on to their Private Space, the Co-contractor has access to their Reviews.
"Credentials" means a security code, comprised of a login and a password, which is required for the Co-contractor to access their Personal Space. Credentials are unique, personal, and confidential. Any use of their Credentials shall be considered made by the Co-contractor. It is, therefore, the responsibility of the Co-contractor to ensure the confidentiality of their Credentials.
"Partner" means any third-party service that spreads reviews on their website. Spreading reviews throughout the digital space, thanks to strategic partnerships, is a service offered as an option by GUEST SUITE in addition to the platform's own services.
"Platform" means the software and technological solution developed and published by GUEST SUITE (Certificate, applications, websites, mobile sites/applications, or any other media). The Platform is designed to collect and spread Reviews throughout the digital space. The Platform is accessible in SaaS mode using login credentials.
ARTICLE 1 – Purpose
1.1 – These Terms and Conditions define the conditions under which GUEST SUITE provides the Co-contractor with services aimed at collecting customer Reviews about the Co-contractor's products and services and, then, spread these customer Reviews across the digital space via social networks and other websites (that of the Co-contractor or that of GUEST SUITE Partners).
To do so, GUEST SUITE grants to Co-contractor a personal, non-exclusive, non-transferable, non-sublicensable license during any applicable Subscription Term to use the Platform.
1.2 - The Co-contractor is reminded that GUEST SUITE is the entity managing the Client's Reviews. As such, GUEST SUITE is obliged to respect the principle of freedom of speech as well as the legal provisions set out in Article L 111-7-2 of the French Consumer Code and Articles D 111-16 to D 111-19 of the same Code; which the Co-contractor expressly acknowledges.
1.3 - Both Parties accept and acknowledge that any emails exchanged between them are valid as proof that may be produced in court. GUEST SUITE will, therefore, duly inform the Co-contractor who accepts this article, via the email of the Co-contractor, as indicated in the Personal Space.
ARTICLE 2 – Description of services
2.1 – GUEST SUITE services
2.1.1 - The details of the services, to which the Co-contractor subscribes, are specified in the Order. The Clients' Reviews are generally collected by GUEST SUITE in different ways: in situ, sending after-sales emails, or using any possible touchpoint with the Client.
To that end:
- GUEST SUITE can create a satisfaction survey that can be modified by the Client;
GUEST SUITE sends an email to Clients inviting them to submit Reviews and/or complete the satisfaction survey aimed at evaluating the Co-contractor's products and services. GUEST SUITE manages the sending of said emails after Clients have visited a structure owned by the Co-contractor. The Co-contractor is reminded that the collection of Clients' emails must comply with the provisions of the European General Regulation for the Protection of Personal Data EU 2016/679 (GDPR) and those of the French law n°78-17 entitled Informatique et Libertés (LIL), which the Co-contractor confirms knowing, adopting and enforcing;
- Each time a Client publishes a Review or completes a survey on the Platform:
- GUEST SUITE handles the processing of Reviews (for free text comments, it means that GUEST SUITE checks they are not contrary to public order and morality and do not propagate hate speech, crimes against humanity nor child pornography. As for answers given to surveys, GUEST SUITE offers a statistical presentation of said answers) pour les réponses au questionnaire, présentation statistique des réponses) before publishing them within 48 working hours;
- Reviews are accessible and stored on the Platform for the entire duration of the Contract.
2.1.2 - GUEST SUITE, under no circumstances, is liable for the comments associated with Reviews and, more broadly, for any Review created by a Client, which the Co-contractor expressly acknowledges.
2.1.3 - GUEST SUITE makes no distinction between positive and negative Reviews. Thus, GUEST SUITE does not defer the publication of Reviews, even those that could be negative. Also, GUEST SUITE randomly distributes Reviews when they are to be displayed on different websites or Partner platforms.
2.2 – Partner Services
At the request of the Co-contractor, and depending on their activity, GUEST SUITE enables them to subscribe to distribution options with third-party Partner sites. These options allow the Co-contractor to benefit from the visibility of the Reviews created by Clients on the website(s)/platform(s) of said Partners. If the Co-contractor subscribes to this option in the Order, the Co-contractor acknowledges and accepts that this option and the resulting service are provided under the specific conditions determined by the Partner. Therefore, the Co-contractor acknowledges and accepts the Partner's specific conditions.
GUEST SUITE will facilitate the implementation of this option with the Partner. However, GUEST SUITE is, in no way, responsible for the conditions under which the services resulting from this option are provided by the Partner.
ARTICLE 3 - Implementation of the Guest Suite service and Access to the Platform
3.1 -GUEST SUITE implements an information flow between the Co-contractor's information system, including between their website and the Platform, and creates login credentials. The use and conservation of credentials are the sole responsibility of the Co-contractor. Any use benefiting from the Co-contractor's contract can freely modify their password. The Co-contractor should take particular care to ensure that the login Credentials are not communicated to third parties or unauthorized employees. The use, conservation, and management of Credentials are the sole responsibility of the Co-contractor.
3.2 - The first connection to the Platform using the first Credentials means that the Co-contractor's access to the Platform complies with the Platform's operating procedures. Subsequently, in the event of loss or theft of Credentials, the Co-contractor will make a request via the Platform, which will regenerate Credentials.
3.3 - the Co-contractor certifies, beforehand, that they have checked that all their hardware (computers, tablets, smartphones, etc.), software, Internet flows, and web browsers are sufficiently scalable and compatible (updated) to operate the Platform correctly. The Co-contractor shall be responsible for the maintenance and updates of their software and hardware. The Co-contractor undertakes to make sure that any modification to said organization, especially a change of software, hardware, Internet service provider, the addition of software, a modification of source stream fields, or the mode of connection to said stream, such as authorizations, don't impact their compatibility with the Platform. This compatibility will remain at the expense of the Co-contractor during the entire contractual relationship and in the event of a change in the Platform's technical specifications.
GUEST SUITE cannot be held liable, nor can the Contract be terminated in the event of non-compliance with this obligation by the Co-contractor, as these changes may have a direct impact on the proper functioning between the Co-contractor's information system and the Platform.
Article 4 – Availability and Maintenance of the Guest Suite service
4.1 - GUEST SUITE undertakes to make every effort to ensure that the Platform is available 24/7 and will endeavor to maintain continuity of service.
GUEST SUITE subscribes in this respect to an obligation, but exempts themselves from an obligation to provide results, which the Co-contractor expressly acknowledges and accepts, given the complexity of the Internet and information systems.
GUEST SUITE is committed to ensuring Platform access availability 99.5% of the time (over twelve months), which excludes the Platform's maintenance period as well as cases of force majeure described in the article "Force majeure".
4.2 - GUEST SUITE reserves the right to close access to the Platform for hardware and software maintenance necessary for its operation. Whenever possible, the Co-contractor will be notified in advance by GUEST SUITE of any interruption of access to the server, of their fact or of which they may be aware. GUEST SUITE is committed to make every effort to carry out maintenance outside peak periods.
4.3 - GUEST SUITE undertakes to provide the necessary means to handle the Co-contractor's requests under the best conditions: an available and competent staff in charge of calls/requests that analyzes and searches solutions to intervene as soon as possible. Support is available from Monday to Friday, from 9 a.m. to 12 p.m. and from 2 p.m. to 6 p.m., except on French public holidays.
Telephone support is provided as a complement to digital support.
Overall, the support team can be reached using the phone number indicated on the GUEST SUITE website.
ARTICLE 5 – Personal data protection
5.1 – General information
The Parties acknowledge compliance with all legal and regulatory provisions that apply to the protection of personal data. In this respect, both Parties acknowledge compliance, as far as they are concerned, with the provisions of the European General Data Protection Regulation EU 2016/679 (RGPD) as integrated into French law.
5.2 – In their capacity as a subcontractor, GUEST SUITE undertakes to:
- Process personal data only for the sole purpose(s) which is/are the subject of the subcontracting, i.e. the use of the Platform;
- Respect the documented instructions of the Co-contractor, responsible for the data processing, within the limits of the Platform's features.
In accordance with article 28 3 a) of the GDPR, if GUEST SUITE considers that an instruction constitutes a violation of GDPR, they will immediately inform the Co-contractor.
Furthermore, GUEST SUITE commits to:
- Guaranteeing the confidentiality of personal data and, as such, ensuring that in-house people, authorized to process personal data, undertake to respect confidentiality, or are, at least, subject to an appropriate legal obligation of confidentiality;
- Supporting the Co-contractor responsible for the data processing in carrying out personal data protection impact assessments. GUEST SUITE will also be able to help the Co-contractor carry out a prior consultation to that of the supervisory authority.
In both cases, a prior quotation from GUEST SUITE will have to be validated by the Co-contractor.
5.3 – Record of processing activities
GUEST SUITE declares maintaining records of all categories of processing activities carried out on behalf of a controller, containing:
- The name and contact details of the Co-contractor's contacts, any subcontractors and, if applicable, the data protection officer;
- The categories of processing activities carried out on behalf of the Co-contractor.
5.4 - If the Co-contractor requests an audit, related to their compliance with personal data legislation, the Co-contractor undertakes to have the audit carried out by an independent auditor, and to inform GUEST SUITE in advance, at least 30 business days before, and during, a period that does not disrupt the Co-contractor's activity. This audit will only be carried out remotely and using documents. The documents requested by the Co-contractor can only relate to the conditions of compliance by GUEST SUITE with personal data legislation. The Co-contractor undertakes to share the audit's conclusions with GUEST SUITE as soon as they receive them.
All costs related to the audit operations shall be borne by the Co-contractor, and the selection of an auditor shall be carried out in the strictest confidentiality.
5.5 - GUEST SUITE reminds the Co-contractor that the Co-contractor will have to carry out their record of processing activities (GDPR, article 30), appoint a data protection officer if necessary, etc. The Co-contractor must always document their instructions to GUEST SUITE and organize the supervision of processing activities.
5.6 – Information for data subjects
GUEST SUITE reminds the Co-contractor that they must inform data subjects of their rights to be forgotten, for rectification, portability, access, oppose, delete, and let them know the means at their disposal to implement these rights.
5.7 – Obligation to cooperate
The Parties shall mutually cooperate with each other in order to respect the principles of data protection from the design stage and protection of data by default.
Instructions or any other information exchanged between the Parties that have an effect on compliance with the protection of personal data must necessarily be in writing. Overall, the Parties consider emails, sent to email addresses designated by both Parties, to be "in writing".
Nevertheless, when the GDPR makes notification mandatory, especially in case of a security data breach, the Parties acknowledge that they will notify the supervisory authority by email, following the mutually agreed procedure (Article 1.3 above).
Whenever possible, GUEST SUITE is committed to supporting the Co-contractor within the framework of an estimate approved in advance by the Co-contractor.
5.8 – Notification of personal data breaches
GUEST SUITE notifies the Co-contractor of any violation of Personal Data within a maximum of 48 hours after becoming aware of it and by email. This notification is accompanied by any useful documentation to enable the Co-contractor, if necessary, and under their own responsibility, to notify this violation to the competent supervisory authority.
ARTICLE 6 – Intellectual Property
6.1 - The Co-contractor is granted a personal, non-exclusive, and non-transferable right to use the SaaS Platform. This right is limited to the duration of the Agreement and the SaaS service provided by GUEST SUITE.
The present license does not confer to the Co-contractor any other intellectual property right on the Platform nor on the evolutions which remain the full and exclusive property of GUEST SUITE.
6.2 - As the present license is non-transferable, sub-licenses are strictly forbidden, regardless of the sub-licensee concerned, whether it is a subsidiary or not, and regardless of the conditions of the sub-license, without the prior written consent of GUEST SUITE. Failure to comply with this clause may result in the immediate termination of the Contract, to the exclusive detriment of the Co-contractor. In this case, the Co-contractor will be considered an infringer.
ARTICLE 7 – Review hosting and security services
7.1 - GUEST SUITE undertakes to comply with the rules laid down by the CNIL, France's data protection authority, regarding the location of Reviews. The servers are located in Europe.
7.2 - In accordance with legal provisions, GUEST SUITE keeps traceability relating to Internet connections as well as their elements.
7.3 - GUEST SUITE will be released from any responsibility concerning the nature, the content of the information or Reviews, and from the exploitation that results from them. Likewise, GUEST SUITE will be released from any responsibility concerning the quality and transmission of Reviews when they use the telecommunications networks and, more generally, the quality and reliability of the telecommunications links between the Co-contractor's workstations and the Platform access point.
ARTICLE 8 – Co-contractor's obligations and liability
8.1 - Overall, the Co-contractor is responsible for any prejudice caused to GUEST SUITE in the event of failure to comply with the terms of the Contract and/or action, of any nature, taken on the Co-contractor's part.
8.2 - the Co-contractor is the sole judge, given their unique knowledge of their strategy and activities, of the use they make of Reviews. In this respect, GUEST SUITE cannot be held responsible for the relevance of the choices or decisions made by the Co-contractor when using the Platform.
8.3 - The Co-contractor expressly undertakes not to manipulate Reviews, either in number or in content. Notwithstanding the provisions of Article 13.1, failure to comply with this clause may result in the immediate termination of the Contract, to the exclusive detriment of the Co-contractor. In this respect, the Co-contractor guarantees GUEST SUITE against and from any claim or action, that may be brought by a third party, against GUEST SUITE for an action related to the misuse of Reviews or the Platform by the Co-contractor in the event of non-compliance with legal and regulatory rules regarding the use of Reviews or the introduction of erroneous information on the networks, whether voluntarily or involuntarily. This guarantee shall cover, among other things, any legal fees necessary to defend the interests of GUEST SUITE.
8.4 - The Co-contractor is committed to respecting GDPR and LIL (the French Data protection act) provisions as well as obtaining the prior consent of the Client to securely share the Client's email with GUEST SUITE. In this respect, the Co-contractor guarantees GUEST SUITE against any claim or action that would be brought by a Client against GUEST SUITE for an action related to an infringement of their privacy and personal data. This guarantee shall cover, among other things, any legal fees necessary to defend the interests of GUEST SUITE.
8.5 - The Co-contractor undertakes to participate in the legal requirement of transparency and reliability of Reviews posted online. In this respect, the Co-contractor is committed to providing a complete and unaltered database of its customers' emails.
ARTICLE 9 – GUEST SUITE's obligations and liability
9.1 - GUEST SUITE's obligations under the Contract are expressly recognized by the Co-contractor as being obligations of means. Therefore, GUEST SUITE will use the best known and reasonable means in the business to perform the services contracted.
9.2 - The responsibility of GUEST SUITE can only be held liable upon the demonstration of a fault attributable to GUEST SUITE. GUEST SUITE shall, in no case, be responsible in the event of non-compliant use of Reviews by the Co-contractor nor in the event of Force Majeure as described below.
9.4 - It is expressly agreed between the Parties that the liability of GUEST SUITE, should the fault of GUEST SUITE be recognized, does not cover indirect prejudice, such as operating losses, loss of profit, commercial or financial prejudice, increase in total charges, possibly suffered by the Co-contractor. It is expressly agreed that, if the liability of GUEST SUITE is judicially recognized in the execution of the Contract, the Co-contractor may not claim any compensation or damages other than the reimbursement of the payments made by them for the subscription, within the limit of the last 12 months preceding the loss, for the use of the Platform by the Co-contractor.
ARTICLE 10 – Confidentiality
The parties agree to consider all Reviews and any other type of information, whatever their form and/or format, as confidential provided they have been conspicuously labeled as such to the other Party at the time of delivery as well as stipulated that it will be up to the disclosing Party to prove that this data and/or information has been qualified as confidential (hereinafter the Confidential Information).
Each Party is committed to taking the same protective measures concerning the Confidential Information as it does with their own Confidential Information, and undertakes not to disclose the Confidential Information to third-parties, in any form or format, for no reason whatsoever. Each Party requires the same level of confidentiality from any employee or third-party who may know the Confidential Information for the purposes of the performance of the Contract.
This legal confidentiality commitment will last throughout the duration of the Contract and a period of five (5) years following its termination, whatever the cause.
ARTICLE 11 – Financial terms
11.1 - The amount of services invoiced under Contract takes the form of a subscription. The payment amount and deadlines of the Contract are specified in the Order.
11.2 - Payment must be made on receipt of the invoice (delivery date of the email sent to the Billing Contact).
11.3 - By express agreement, and unless a postponement is requested, by written procedure, in good time and granted by GUEST SUITE, the total or partial non-payment on the due date of any sum due under the Contract will automatically and without prior formal notice lead to the termination of the Contract:
- the immediate payment of all sums remaining due by the Co-contractor under the Contract, regardless of the terms of payment provided for;
- Invoicing to the Co-contractor of a penalty for late payment equal to 10% of the amounts outstanding, the interest being due solely by the due date of the contractual term. The interest is calculated pro-rata over the period of one month;
- A fixed-sum compensation of 40 euros which could be increased in the case where one of the parties can provide proof of higher recovery costs.
11.4 - Any disagreement concerning invoicing must be duly justified and submitted by registered letter with acknowledgment of receipt, within eight days following the date of issue of the invoice. In the absence of this procedure, the Co-contractor shall be deemed to have accepted it and shall be considered to be in default in the event of non-payment.
11.5 - Any modification of the financial conditions by GUEST SUITE will be made according to the terms of article 16.
ARTICLE 12 – Duration
12.1 - The present Contract is concluded for a period of 12 months and takes effect from the day following the creation of the Co-contractor's Personal Space.
12.2 - The Contract shall be tacitly renewed for an identical period of time unless notice of termination is given by registered letter with acknowledgment of receipt by either of the Parties within 60 days before the end of the term.
ARTICLE 13 – Termination for breach and suspension
13.1 – Termination for breach
In the event of non-compliance by the Co-contractor with any of their contractual obligations, GUEST SUITE may, after formal notice to remedy said non-compliance sent by email to the Co-contractor, terminate the Contract. The termination will take effect within 30 days after the delivery date of the aforementioned email, which remained unsuccessful, in whole or in part, without this termination giving right to any compensation to the benefit of the Co-contractor.
GUEST SUITE reserves the right to be compensated for any loss or damage.
13.2 – Suspension of service
Notwithstanding the possibility of termination according to article 13.1, GUEST SUITE reserves the right to suspend the provision of access to the Platform in the following cases (Credentials deactivated):
- failure to comply with an injunction provided by GUEST SUITE by means of an email sent to the Co-contractor,
- court order,
- abuse in service use as defined below,
- non-payment of an invoice by the Co-contractor.
The suspension will take effect immediately from the date on which GUEST SUITE sent an email to the Co-contractor stating the implementation of this clause. During the suspension period, the contractual provisions not affected by the suspension remain in force.
Abuse in service use means any act of a Co-contractor, whether intentional or not, having an impact, of whatever magnitude and of whatever nature, on the normal functioning of the services provided by GUEST SUITE to the other Co-contractors.
ARTICLE 14 – Consequences of contract termination – Reversibility
14.1 - In the event of termination of the contractual relationship, for whatever reason, all login elements will be deactivated on the date of contract termination. The Co-contractor will, therefore, no longer have access to the Platform nor to the data processed via the Platform.
14.2 - GUEST SUITE will restore all the Co-contractor's data to them, at the Co-contractor's request, upon prior estimate, within a maximum period of 30 calendar days following the request. A transfer protocol chosen by GUEST SUITE will be used to carry out the data recovery.
14.3 - All data may be deleted after a period of one month following the contract termination.
ARTICLE 15 – Force majeure
15. 1 - In addition to the events usually accepted by French case law in circumstances of force majeure, the obligations of the Parties will automatically be suspended in the event of events beyond their express control that prevent normal application of the Contract, such as earthquake, fire or flood of the business premises of either Party and the data backup center, storm, immobilisation of means of transport for any reason whatsoever, total or partial strikes outside the company,
, the total, partial, regional, national or international blocking of telecommunications and the total, partial, regional, national or international blocking of computer networks. Is also a case of force majeure, a technical failure caused by malicious actions (e.g. hacker attacks). Notwithstanding the above, epidemics are, by express agreement, excluded from cases of force majeure.
15.2 - The Party noting the event must immediately inform the other Party of its inability to perform its obligations and provide evidence of this to the other party. The suspension of obligations may under no circumstances constitute grounds for liability for failure to perform the obligation in question, nor give rise the payment of damages or penalties for late payment.
However, as soon as the cause of suspension of their reciprocal obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible.
ARTICLE 16 – Modifications to the Contract's terms
GUEST SUITE reserves the right to modify the Contract's terms and conditions, including those herein and/or the financial conditions provided for in the Order. To this end, GUEST SUITE will transmit to the Co-contractor by the means provided for in article 1.3 the new contractual conditions at least 90 days before the Contract expiry date. If the Co-contractor does not terminate the Contract according to the process provided for in article 12.2 hereof, the new conditions will automatically apply for the renewal period.
ARTICLE 17 – Miscellaneous
17.1 - Should any of the provisions of the Contract be declared null and void or without effect, in any way, and for any reason whatsoever, it shall be deemed to be unwritten without nevertheless leading the other provisions to nullity.
17.2 - No waiver by either of the Parties hereto of their rights hereunder shall be deemed to constitute a waiver for the future of said rights.
17.3 - The Co-contractor authorizes GUEST SUITE to mention their commercial relationship with the Co-contractor on any communication material (e.g. mention as a commercial reference) during any promotional operation (e.g. interview, etc.) using the Co-Contractor's corporate name, commercial name, brand and/or brand(s) associated, if applicable, with any logo(s)/graphic design(s) used by the Co-contractor.
17.4 – Reciprocal Declaration of Independence
Each Party is an independent contractor, and none of the provisions of the Contract shall create a de-facto or de-jure partnership, joint venture, agency, franchise or commercial agent agreement, or a salaried employment relationship between the Parties.
ARTICLE 18 – Dispute resolution
This Agreement is governed by French law. Any dispute relating to its signature, execution, interpretation, termination, or validity shall be the subject of an attempt to reach an amicable settlement
Except in cases where the dispute falls within the jurisdiction of the Tribunal de Grande Instance de Rennes pursuant to the provisions of the applicable Intellectual Property Code and in the absence of an amicable solution, the Parties shall submit all of their dispute(s) to the Nantes Commercial Court, even in the event of emergency interim proceedings, incidental claims, warranty claims or multiple defendants and/or third-party proceedings.