General Terms and Conditions of Registration on the RESTOLIV Platform
Professionals
Effective as of 01/03/2025
Preamble
RESTOLIV provides tools enabling connections between Professionals, customers, and, where applicable, Delivery Partners.
These general terms and conditions of registration apply exclusively to Professionals who wish to register on the RESTOLIV platform in order to offer products for sale to consumers. Depending on eligibility, the platform may enable connections between Professionals and independent Delivery Partners.
The Professional wishes to use the Platform’s services to offer its products for sale. The Professional has obtained information about the Platform’s services, including by reviewing the present registration terms, and acknowledges that the services offered by RESTOLIV meet its needs.
Delivery Partners wishing to register must accept the terms and conditions applicable to Delivery Partners.
Identification
RESTOLIV SAS, a company with a capital of 1000 Euros, registered with the Nanterre Trade and Companies Register under number 999 864 853, whose registered office is located at 47 Rue Marcel Dassault, 92100 Boulogne-Billancourt, hereinafter referred to as “RESTOLIV”, owns the platform accessible at www.restoliv.fr or through the RESTOLIV mobile application (hereinafter collectively referred to as the “Platform”), which enables connections between Professionals, customers, and independent Delivery Partners for the ordering and delivery of Meals prepared and offered for sale by the Professional.
Contact:
Tel:
Email: contact@restoliv.fr
Definitions
The terms beginning with a capital letter have the meaning given to them below:
T&Cs: refers to these General Terms and Conditions of registration applicable to Professionals wishing to create an Account on the Platform.
Customer: refers to any natural or legal person placing an order for a Product with the Professional. The Customer and the Professional are contractually bound as soon as an order is placed and paid for by the Customer on the Platform.
Content: refers to any elements inserted by the Professional on the Platform or the Website: text, images, videos, photos, graphics, etc.
Personal Account: refers to the space available to the Professional on the Platform once registration is completed, accessible by entering login credentials and password.
Delivery Partner: refers to the independent professional offering delivery services to Professionals through the Platform. The transport contract is entered into directly between the Delivery Partner and the Professional when the Professional accepts a delivery. The delivery is performed in the name and on behalf of the Professional, with no involvement from RESTOLIV.
Employee Delivery Partner: refers to a Delivery Partner employed by the Professional.
Party(ies): refers jointly or individually to the Professional who has accepted these registration terms and RESTOLIV.
Platform: refers to the intermediation website available at https://www.restoliv.fr or the mobile application of the same name.
Products: refers to products offered for sale on the Platform. The term includes Meals when restaurants offer their items for sale.
Professional: refers to the natural or legal person directly offering Products for sale to Customers on the Platform.
Meals: refers to dishes, beverages, menus offered for sale on the Platform by the Professional, where applicable.
Website: refers to the website created by RESTOLIV for the Professional, through which Customers may place orders, where applicable.
User: refers to any natural person authorized by the Professional to use the Professional’s Personal Account.
Purpose
These T&Cs specify the terms and conditions the Professional undertakes to comply with when registering on the Platform and when offering Products for sale on the Platform and/or the Website. They also define RESTOLIV’s obligations towards registered Professionals.
Any sales contract concluded with a Customer and any service contract concluded with a Delivery Partner through the Platform and/or the Website shall in no way bind RESTOLIV. RESTOLIV is neither a carrier nor a transport commissioner.
Description of Services
The Platform enables Professionals to offer their Products to Customers and, depending on eligibility and availability of nearby Delivery Partners, to be connected with independent Delivery Partners so that the sold Product may be delivered to the Customer.
Services offered by RESTOLIV to Professionals include, in particular:
– Creation and administration, through the Personal Account, of a profile accessible on the Platform, or creation of a Website for the Professional;
– Display of Products offered by Professionals;
– Possibility to offer takeaway Product sales;
– Notification upon receipt of orders;
– Payment processing for orders placed by Customers and for Delivery Partner compensation;
– Hosting of order history and Delivery Partner invoices where applicable;
– Real-time map tracking of ongoing deliveries;
– Access to information about Customers placing orders with the Professional;
– Creation / management of Promotions;
– Monthly accounting / order summaries;
– Sales statistics;
– Option to register and create accounts for employee Delivery Partners.
Optional features, subject to additional fees and development availability:
– Customer loyalty accounts and programs;
– Marketing functions targeting Customers.
Application of the T&Cs
Registration on the Platform is subject to payment by the Professional. The price is included in the onboarding package.
The T&Cs must be accepted before any registration. Creating a Personal Account constitutes full acceptance of these T&Cs. If the Professional refuses these T&Cs, they will be unable to access RESTOLIV’s services.
Any other conditions, such as the Customer’s general purchasing conditions, will not apply unless expressly accepted in writing by RESTOLIV.
The T&Cs may be modified at any time. The updated version will be provided in advance so the Professional may request deregistration in case of refusal. This notice period shall not be shorter than fifteen (15) days unless:
– The modification results from a legal obligation requiring RESTOLIV to amend its terms;
– The modification is necessary to address an unforeseen and imminent risk in order to protect the Services, consumers, or other business users from fraud, malware, spam, data breaches, or other cybersecurity risks.
RESTOLIV is never a Party to contracts concluded between Professionals and Customers through the Platform or Website, nor to contracts between Professionals and Delivery Partners.
Platform-edited Sales Terms must be accepted by Customers at each purchase. The Professional acknowledges and accepts that these bind them to the Customer. The Professional’s own Sales Terms, which must be provided on the Platform or Website, supplement the Platform’s Terms. In case of contradiction, the Platform’s Terms prevail.
Failure to enforce any provision at a given time does not constitute a waiver of the right to enforce it later.
Access to the Platform
Access requires an internet connection at the Professional’s expense.
The Professional acknowledges having reviewed the characteristics and limitations of the internet, including:
– Data transmissions over the internet have relative technical reliability, and no one can guarantee proper functioning;
– RESTOLIV has implemented significant security measures but data transmitted online may be intercepted; passwords or sensitive information are communicated at the Professional’s own risk;
– The internet is an open network, exposing data to risks of misuse, hacking, intrusion, alteration, or contamination by viruses. The Professional must therefore take all necessary protective measures.
The Platform is optimized for the latest versions of Google Chrome and Firefox.
On smartphones, it works on iOS and Android.
A tablet may be provided to access the Platform.
Professional Registration
Each Professional may hold only one Account per brand. Registration fees apply for each new Account.
Registration must be performed in a professional capacity.
The Professional may register only if they operate a formal business structure.
The Professional must provide RESTOLIV with full company identification (SIRET number, registered office details, email, phone number, VAT number, KBIS extract, ID and proof of address of shareholders owning more than 25% or of directors for the payment provider Stripe).
If registering as a legal entity, an administrator must be designated. The individual registering the entity guarantees having authority to legally bind it.
Missing information prevents the Professional’s page from appearing online.
The Professional must display legally required information on the Platform, including:
– Identity and business details;
– Essential characteristics of Products (ingredients, allergens, etc.);
– Prices;
– Order availability dates and times;
– Warranty information where applicable;
– VAT number if applicable.
Misrepresenting as a consumer is a criminal offense punishable by up to two years of imprisonment and a €300,000 fine (or proportionate financial penalties up to 10% of turnover).
The Professional is solely responsible for the accuracy of provided information. RESTOLIV may suspend the Account without notice if information is false.
The Professional chooses a password and is responsible for its confidentiality and for all actions on the Account. RESTOLIV must be notified immediately in case of unauthorized access.
Creation of the Professional’s Page or Website
If the Professional already has a website, RESTOLIV may provide integration tools.
If not, RESTOLIV may create a page hosted under the RESTOLIV domain.
In all cases, the Professional is responsible for all information provided. RESTOLIV assumes no liability for content entered by the Professional.
For Meals, the Professional must detail ingredients, allergens, preparation time, VAT rate, and alcohol sale regulations where applicable.
RESTOLIV presents a mockup of the Website, then develops it after approval. The Professional receives access to complete or update the site.
Domain names are purchased by the Professional or by RESTOLIV acting on behalf of the Professional. The Professional is solely responsible for the chosen domain name.
RESTOLIV remains the exclusive owner of the site’s code and proprietary content. A usage license is granted for the duration of the Contract.
Duration / Termination
Registration is valid for a minimum of 12 months, then renewed monthly for an indefinite period.
Either Party may request closure of the Account after the first 12 months, subject to notice equal to one month per contract year.
RESTOLIV may suspend or terminate the Account after 30 days’ notice for breach of these T&Cs. Severe misconduct may justify immediate termination.
The Account may also be suspended following a Customer or Delivery Partner complaint. The Professional may respond before a final decision is made.
In case of breach by RESTOLIV, the Professional may terminate without notice if RESTOLIV fails to remedy within 30 days.
Upon termination, the Professional’s page and content are removed.
The Professional retains access for 30 days to export data before permanent closure.
Professional’s Online Account
The online Account enables the Professional to track Customer orders, payments, ongoing deliveries, and order history.
The Professional may also insert information intended for Customers, including Product details and prices.
The Professional may contact Customers using the provided contact information.
Professional Activity on the Platform
9.1. Compliance with Legal and Contractual Obligations Governing Their Activity
The Professional agrees not to use the Platform for purposes other than those specified in these T&Cs. They agree to transmit only accurate and complete information on the Platform and/or the Website.
The Professional agrees to comply with all regulations governing their activity, including tax legislation. The Professional shall independently determine the applicable VAT rate for the sale of their Products / Meals.
The Professional, acting in a professional capacity, acknowledges and agrees to comply with regulations relating to the conduct of commercial distance selling activities towards consumers, including consumer code rules such as the right of withdrawal.
They agree to use only legal and declared employees.
The Professional is solely responsible for their tax and social security declarations. They may find information regarding these obligations at the following links:
– On www.impots.gouv.fr, for tax obligations: https://www.impots.gouv.fr/portail/node/10841
– On www.urssaf.fr, for social obligations: https://www.urssaf.fr/portail/home/espaces-dedies/activites-relevant-de-leconomie.html.
The Professional guarantees that the Products are shipped from mainland France and that a Client’s purchase does not constitute an import. A Professional who does not provide their VAT number to RESTOLIV may have their Account suspended until regularization.
The Professional is solely responsible for complying with applicable legislation and any obligation relating to professional liability insurance, and must inform Clients where applicable.
The Professional guarantees that they will comply with the legal guarantees and safety requirements applicable to the Products sold and that they hold all necessary rights and licenses for their sale.
The Professional guarantees that the Products they offer on the Platform are not counterfeit and do not infringe any third-party rights.
The Professional is solely responsible for the delivery of Products to Clients where applicable.
If the Products delivered by the Professional do not conform in quality or quantity, the Client may refuse delivery and/or return the Products to the Professional. The Professional will be solely responsible for these returns and, where applicable, for any
refunds owed to the Client, including transaction fees where processed through the payment service provider STRIPE.
The General Terms of Sale provided by the Platform and accepted by the Client with each purchase—and which bind the Client to the Professional—govern returns, and the applicable conditions must be respected by the Professional.
Finally, the Professional is responsible for processing the data they access via the Platform. They agree to comply with the French Data Protection Act of 6 January 1978 as amended and with the General Data Protection Regulation (GDPR). In their dedicated space, the Professional must inform Clients of their privacy policy and disclose to Clients, as data controller, the information required under Article 13 of the GDPR.
The annex relating to personal data processing must be complied with by the Professional.
9.2. Creation and Modification of Their Page
The Platform is exclusively dedicated to the sale of Products whose sale is legal. The Products offered must be suitable for bicycle delivery.
If the Product sold is a Meal, it must be edible. Any listing concerning a Product prohibited for sale or prohibited on the Platform—such as those listed in the annex—may be removed by RESTOLIV without notice and without prejudice to further action against the Professional.
When offering a Product for sale on the Platform, the Professional agrees to include all legally required information for Clients in the space provided, including: all elements necessary for identification, a description of dishes where applicable, ingredients, allergens, presence of spices where applicable, prices, any supplements (delivery fees, etc.), their own additional terms and conditions supplementing those displayed on the Platform, and all pre-contractual information required by law.
The Professional must accurately describe the Products offered for sale, including price (all taxes included) and any supplements. The Professional is entirely free to set their prices, under their sole responsibility and subject to compliance with legal and tax requirements.
The Professional guarantees that selling Products via the Platform does not violate any distribution agreements or any legal or contractual prohibition.
The Professional agrees to comply with legislation relating to dish labeling and applicable standards for the Product where applicable.
The Professional must indicate the available access modes for Meals: takeaway or delivery. For deliveries, the Professional may choose any courier they typically work with—either an employee or one of the independent Couriers registered on the Platform.
Listings must concern Products:
(a) that are actually and immediately available,
(b) that the Professional owns and is entitled to sell via the Platform or the Website,
(b) that the Professional has prepared themselves in the case of Meals, or for which they hold an actual distribution authorization. The Professional guarantees that they hold all rights over the Meals they sell on the Platform and that they know their composition,
(c) that are consumable, unspoiled, and within the expiration date when the Product is a Meal,
(d) whose trade is lawful and compliant with public order and good morals,
(e) that do not infringe third-party rights,
(f) that do not violate any legal or contractual rules governing distribution or sale of the Product.
The Professional agrees to provide all useful information regarding their Products and to upload photographs they have taken themselves and that accurately reflect the Products offered. The Professional guarantees that they own the rights to these photos. These photos must not depict any identifiable natural person. A photograph of one Product may not be used to illustrate another. RESTOLIV reserves the right to delete any photograph that was clearly not taken by the Professional or that is unrelated to the Product offered.
The Professional must not display on their page:
(a) any invitation to conduct direct sales outside the Platform,
(b) any advertisement-like posting,
(c) any direct or indirect redirection to a competing website or competing entity of RESTOLIV,
(d) any misleading, false, or deceptive information regarding the Product offered.
The Professional guarantees that their listings specify:
– the price of the Product, and the price difference between takeaway Products and delivered Products (if the Professional chooses a higher price for delivery),
– essential characteristics,
– the repairability index in accordance with Articles R.541-210 and following of the French Environmental Code when the Product is electrical or electronic equipment,
– any risks related to the composition of the Product / Meal,
– any delivery restrictions.
The Professional is solely responsible for the content of the descriptions they publish on the Platform and/or the Website. They guarantee the accuracy and truthfulness of any information they publish, including regarding the essential characteristics of Products. They also guarantee that they hold all rights—particularly intellectual property rights—and have obtained all necessary authorizations and assurances for publishing said content. The Professional will be solely liable for any false, incomplete, or misleading publications.
RESTOLIV reserves the right to request that the Professional modify and/or delete their publications and/or to modify them directly in case of non-compliance with these T&Cs or any legal rule.
9.3. Stock Management
The Professional is responsible for monitoring their stock and ensuring at all times that the Products offered on the Platform and/or the Website can be delivered within the timeframes indicated in the description.
When a Product is no longer available, the Professional agrees to remove the listing from the Platform immediately. If an order is placed while the Product is out of stock, the Professional agrees to contact the Client to propose an exchange or cancel the Client’s order.
9.4. Compliance with Food Storage and Food Sales Regulations
When the Professional offers Meals for sale, they guarantee that they handle the ingredients used in the preparation of Meals themselves, in accordance with legal requirements and standards governing this activity. They specifically guarantee compliance with time–temperature controls, hygiene rules, and food safety standards. The Professional is solely responsible for compliance with these rules. Any Client complaint may result in the suspension of the Professional’s Account.
9.5. Alcohol
In compliance with legal regulations, the Professional may sell alcohol. The Professional is solely responsible for verifying that the Client is of legal age. The Professional guarantees that they hold the legally required licenses for on-site and remote alcohol sales where applicable. If such license is withdrawn, the Professional agrees to cease selling alcohol. They also agree to display the legally required alcohol-sale notices on the Platform or their Website.
9.6. Delivery
The Professional is responsible for indicating whether orders can be delivered or are only available for takeaway.
If orders can be delivered to the Client, the Professional may use the services of independent Couriers registered on the Platform or their own employee Couriers.
If the Professional wishes to use the registered independent Couriers, once the order is placed, they will be notified when a Courier accepts the delivery. The delivery fee is determined by a RESTOLIV algorithm. Once the Professional has accepted the Courier, the electronic service contract between the Professional and the Courier is validly concluded. The amount owed to the Courier will be automatically transferred through the Platform via the payments partner Stripe. This amount will be automatically deducted from the order amount paid to the Professional.
The Professional is responsible towards the Courier for making the Product available within the indicated time and for the Product until it is handed over to the Client.
Any non-conformity between the delivered Product and the order is the responsibility of the Professional. The Professional is also responsible for packaging the Product in a
way that ensures optimal protection during delivery. The Professional may track the delivery through the Platform. This information may only be used for tracking and proof of service—not for sanctioning the Courier for any reason.
If the delivery timeframe cannot be met, the Professional agrees to comply with legal requirements and inform the Client, including by proposing cancellation of the sale where applicable.
The Courier may cancel an accepted delivery as long as they have not reached the Professional’s address, and no later than ten (10) minutes after accepting the delivery. They agree to inform of this cancellation as soon as possible. The delivery will then be offered to other Couriers based on availability and proximity.
The Courier may no longer cancel the delivery once the Product has been collected from the Professional, except in cases of duly proven force majeure unrelated to any fault of the Courier. If force majeure is proven, the delivery will be cancelled, the Client refunded, and neither the Courier nor the Professional will receive payment for the order.
Any cancellation due to the Courier’s fault—outside of force majeure—will result in non-payment of the Courier, without prejudice to the Professional’s right to seek recourse for contractual breach.
The Courier is an independent contractor (unless they are an employee of the Professional). They are entirely free to choose their route. The estimated delivery time is indicative. The Courier nevertheless agrees to make their best efforts to ensure a reasonable delivery time, taking into account the nature of the Product (especially food for safety reasons), traffic conditions, weather, legal obligations including road safety, and the requests of the Professional and/or Client where applicable. In case of an unexpected delay of more than fifteen (15) minutes beyond the estimated duration, the Courier agrees to inform RESTOLIV, which will relay the information to the concerned parties. Estimated times are regularly updated so that the Client and the Professional are informed.
Once the Courier arrives at the delivery address, they must request a 4-digit code from the Client on the Application to validate handover. The Client and the Professional will then see the order status marked as delivered. The Courier certifies on their honor that the Product has indeed been delivered when they confirm delivery. If this is not the case and if the Recipient files a complaint, the Courier is solely responsible for this declaration.
If the Client is absent, the Courier may contact RESTOLIV support via phone. The Courier agrees to wait eight (8) minutes before marking the Client absent and leaving.
Delivery geolocation data and the call made by the Courier to the Client may serve as proof of proper service.
If the Client does not respond, the Courier may, depending on the nature of the Product and after discussion with the Professional and/or RESTOLIV, either return the order to the Professional, attempt delivery later, leave it in a safe place, or keep the order.
The Professional is solely responsible for the relationship with the Courier. RESTOLIV is not a party to the contract between the Professional and the Courier.
9.7. Returns
The Professional is solely responsible for fulfilling orders and ensuring the delivery matches the complete order. The Professional is solely responsible for the quality of their Products. In case of an error in fulfilling the order, the Professional is solely responsible for delivering a complete correction to the Client or refunding the Client. Any Client dissatisfaction may incur the Professional’s liability. If the Client requests a refund due to poor quality of the Product or a defect relative to the order, the refund will be borne by the Professional.
Ranking Criteria for Professional Listings on the Platform
Restaurants appear on the Platform according to the criteria used by the RESTOLIV algorithm, namely:
– the distance between the Restaurant and the Client’s geolocation,
– opening hours and consistency in adhering to those hours,
– average preparation time,
– cuisine type where applicable,
– applied promotions,
– an average rating calculated based on order errors,
– client reviews where applicable,
– paid promotional placement on the RESTOLIV Platform.
Respect for Intellectual Property Rights on the Platform and the Website
11.1. Use of the Platform
Unless otherwise specified, the elements accessible on the Platform—such as databases, management tools, texts, and generally all information made available to the Professional, excluding elements owned by third parties (photos, text, etc.)—are the full and exclusive property of RESTOLIV. The Professional is strictly prohibited from:
The Professional’s registration grants only a private, personal, non-transferable, and non-exclusive right to use the Platform.
Any use of Platform elements, the RESTOLIV trademark, or its logo without authorization constitutes infringement and may give rise to prosecution.
If hypertext links are inserted on the Platform by RESTOLIV, RESTOLIV does not control the content of the sites to which they lead. These informational links lead to third-party sites for which RESTOLIV assumes no responsibility.
11.2. Rights to the Website
RESTOLIV remains the sole holder of all intellectual property rights to the Website, including the Website code, Content (images, texts, etc.) excluding those inserted directly by the Professional or provided to RESTOLIV for publication, and the databases.
Subject to payment of the subscription fee, RESTOLIV grants the Professional a right of use and display solely on the internet and for the duration of the Contract.
The Professional remains the sole owner of any domain name reserved by RESTOLIV on their behalf, and guarantees RESTOLIV that they hold the rights to said domain name and that it does not infringe any third-party rights. The Professional is informed that in
the event of a third-party claim, RESTOLIV reserves the right to temporarily or permanently suspend the Website.
Content and Contributions Published on the Platform
12.1. License on Content Published by the Professional
The Professional grants RESTOLIV a non-exclusive, royalty-free, worldwide license for the entire duration of the contractual relationship on the content (photos, texts, etc.) (hereinafter the “Content”) as well as on its trademark and logo published on the Platform and/or the Website, for the following purposes:
These rights are granted for the operation of the Platform and/or Website and for communication to third parties.
The Professional remains the sole owner and responsible party for the content they publish on the Platform and/or Website or request to be published by RESTOLIV. They guarantee RESTOLIV that they hold all rights to the published content, particularly to photos where applicable (intellectual property rights, image rights).
12.2. Lawfulness of Content and Written Interactions
The Professional agrees, in all written interactions (exchanges with Clients, presentation areas, etc.) and for all Content they upload to the Platform—including Product descriptions—to respect third-party rights, including personality rights and intellectual or industrial property rights.
The Professional further agrees, without this list being exhaustive, to refrain from using or disseminating any content, message, or information that is insulting, defamatory, racist, xenophobic, revisionist, harmful to the honor or reputation of others, inciting discrimination or hatred against a person or group based on origin, ethnicity, nationality, race, or religion, threatening individuals or groups, pornographic or pedophilic, inciting the commission of a crime, misdemeanor, terrorist act, or any other unlawful act, infringing upon the rights of others, or endangering persons or property.
Professional Content must not contain any hypertext links.
Failure to comply with this article constitutes grounds for immediate closure of the Professional’s Account without notice.
Pursuant to Articles 6-I, 2 and 3 of French Law No. 2004-575 of 21 June 2004 on confidence in the digital economy, RESTOLIV acts as a hosting provider and cannot be held liable for Content made available on the Platform and/or Website by Professionals, except where RESTOLIV fails to promptly remove unlawful content after being notified under statutory procedures.
Upon becoming aware of unlawful Content on the Platform, the Professional agrees to notify RESTOLIV at: contact@RESTOLIV.fr. RESTOLIV will remove the disputed content as quickly as possible.
12.3. Warranty Regarding Content and Domain Name
The Professional guarantees RESTOLIV against any claim arising from Content inserted by the Professional or from the domain name reserved on their behalf. The Professional agrees to indemnify RESTOLIV for any judgment rendered against it, including defense costs, resulting from any infringement of third-party rights by the Content or by the Professional’s domain name.
The Professional shall hold RESTOLIV, its subcontractors, and suppliers harmless from all liability, and indemnify them against any claim or action relating to their Content or domain name brought by a third party, and shall bear all damages, costs, and expenses imposed by a judgment or settlement agreement, without prejudice to any additional damages RESTOLIV, its subcontractors, or suppliers may claim due to the Professional’s wrongful acts.
Liability of the Professional
Failure by the Professional to comply with these obligations entitles RESTOLIV to close the Professional’s Account after a formal notice sent by mail or email remains unanswered for fifteen (15) days. RESTOLIV reserves the right to initiate legal proceedings.
For particularly serious breaches, the Account may be suspended or closed without notice.
Furthermore, if a Client or Courier files a justified complaint against the Professional (order issues, delivery failure, unsatisfactory service, etc.), RESTOLIV reserves the right to close the Account after notifying the Professional and allowing sufficient time for response. No compensation shall be owed to the Professional.
Closing the Account is without prejudice to any legal action RESTOLIV may pursue.
If RESTOLIV’s liability is engaged due to the Professional’s breach of these T&Cs (e.g., Products or Content infringing third-party rights, incorrect VAT information…), the Professional shall bear the costs incurred by RESTOLIV for its defense as well as any sanctions or settlement amounts RESTOLIV must pay.
The Professional shall not be held liable where the damage results from force majeure, the fault of a third party, or RESTOLIV.
The Professional also agrees to handle independently any dispute between themselves and a Client or a Courier, as RESTOLIV is not a party to these contractual relationships.
Liability of RESTOLIV
RESTOLIV will use reasonable efforts to ensure that the Platform and/or Website are accessible online. RESTOLIV will make its best efforts to ensure reliable and continuous operation but cannot guarantee uninterrupted or error-free functioning. The Professional acknowledges that no one can guarantee flawless internet operation. RESTOLIV shall not be held liable for any consequences of such unavailability. RESTOLIV does not guarantee that the Platform and/or Website will be free from anomalies or errors, nor that any such issues can be corrected.
RESTOLIV may temporarily suspend services to carry out corrective or evolutionary maintenance of the Platform.
RESTOLIV agrees to take reasonable precautions to protect the Platform and/or Website and secure access. The Professional agrees to back up their Content; RESTOLIV cannot be held liable in the event of loss of such Content.
The Professional acknowledges the inherent limitations of the Internet and uses the Platform and/or Website at their own risk.
Furthermore, RESTOLIV does not intervene in the contractual relationship between Client and Professional, nor between Professional and Courier. The Professional is solely responsible for the Products they sell on the Platform. RESTOLIV does not evaluate Clients and cannot be held liable for any issues arising from Client behavior or payment problems. Professionals must exercise caution when interacting with individuals they encounter through the Platform.
RESTOLIV provides no guarantee that the Professional will increase their revenue through the Platform, nor that Clients will select the Products offered.
RESTOLIV also does not guarantee that Couriers will be available near the Professional’s location to handle deliveries. RESTOLIV reserves the right to remove Products offered exclusively for delivery from the Platform and/or Website if necessary.
Couriers are entirely free to accept or decline a delivery request. Under no circumstances may the Professional hold RESTOLIV liable if no Courier accepts the request and the sale must be canceled.
Generally, RESTOLIV cannot be held liable for damages caused by force majeure, by a Client, a Courier, the Professional themselves, or any third party, nor for indirect damages (loss of customers, loss of revenue, etc.).
If RESTOLIV’s liability is upheld, the total compensation shall not exceed the total commissions paid by the Professional to RESTOLIV during the twelve (12) months preceding the event giving rise to liability.
Force Majeure
Neither Party shall be held liable for the non-performance of any of its contractual obligations resulting from the occurrence of an event of force majeure as defined under the French Civil Code.
Events considered as force majeure are those usually recognized by case law, namely events that are irresistible and unforeseeable, beyond the control of the Parties, against which they could not reasonably have protected themselves and whose consequences they could not avoid without incurring expenses disproportionate to any expected financial return. Such events include, in particular, any disruption of networks (including the internet), strikes, terrorist attacks, epidemics, natural disasters, etc.
The Parties agree that force majeure events justify the suspension of their respective obligations.
Force majeure suspends the obligations arising from this Contract for the entire duration of its existence. However, if the force majeure event persists for more than thirty (30) days, either Party may terminate this Contract, without such termination being considered a breach.
Termination in such a case must be notified by registered letter with acknowledgement of receipt and shall take effect on the date the letter is received, or failing that, on the date of first presentation.
Price – Commissions
16.1. Price of Products Offered on the Platform by the Professional
The price of the Products offered by the Professional on the Platform is freely set by the Professional, in euros (EUR), excluding and including VAT where applicable. The price is set under the sole responsibility of the Professional.
The Professional is solely responsible for determining and paying any taxes for which they are liable.
The Professional is also solely responsible for complying with applicable legislation regarding price determination and display, and shall bear any damages or compensation RESTOLIV may have to pay, as well as all defense costs, in the event of a third-party claim arising from the Professional’s failure to comply with such regulations.
The price must clearly indicate:
(a) the Product price set by the Professional (takeaway / delivery where applicable);
(b) any applicable taxes.
Delivery fees shall be specified at the time of ordering where applicable.
The Professional must update prices and unavailable Products.
16.2. Payment Terms
Client payments are made by bank card through the service provider Stripe. The sums are held by Stripe in an electronic Wallet functioning as an escrow account.
The Professional grants RESTOLIV a mandate to instruct the escrow account to transfer the sums owed to the Professional to their bank account, after deducting, where
applicable, Stripe payment transaction fees, RESTOLIV’s commission, and the amount owed to the Courier:
(a) after a minimum period of seven (7) days following the payment made by the Client, then
(b) either once (1) per week or once (1) per month, at the Professional’s choice.
A billing mandate (attached as an Annex) is established with RESTOLIV for the purpose of issuing invoices to Clients in the name and on behalf of the Professional. The Professional nevertheless retains full responsibility for their legal and tax obligations relating to invoicing for the invoices issued in their name and on their behalf.
16.3. RESTOLIV Commission
In consideration for access to the Platform’s services, RESTOLIV shall charge:
Thus, the payment the Professional may receive for each order corresponds to the price billed to the Client (order + any additional fees such as delivery fees), from which RESTOLIV’s commission, the Courier’s delivery fee where applicable, and Stripe fees are deducted. Any other deducted amount shall be justified by RESTOLIV (promotion applied by the Professional, credit notes, etc.).
Professionals will receive an invoice from RESTOLIV directly accessible from their Professional Space.
RESTOLIV’s commission may change. RESTOLIV shall inform the Professional at least thirty (30) days before the new rates come into effect, giving the Professional the option to close their Professional Space and request termination of the Contract before the application of the new rates.
In the event of cancellation of an order or a Client refund due to an error or fault of the Professional, the Professional must pay Stripe fees as well as the Delivery fee. RESTOLIV shall not take any commission where the Client has been refunded, regardless of the reason.
16.4. Subscription to the Start-Up Package
When registering on the Platform and opening their Professional Space or having their Website created by RESTOLIV, the Professional must subscribe to a start-up package. The amount is specified in the pricing annex and includes:
– creation of the Restaurant’s page,
– assistance with creating or entering the Professional’s Content,
– advertising kit.
If this package is not paid, the Professional shall not be able to access their Professional Space nor have their page made available online.
16.5. Payment Issues
All invoices issued by RESTOLIV must be paid within thirty (30) days of the invoice date.
Any payment not made by its due date shall automatically bear late interest, without prior formal notice, from the due date, calculated at a rate equal to three (3) times the legal interest rate. Furthermore, in the event of full or partial non-payment of any amount due, RESTOLIV may suspend access to the Platform and/or Website until full payment is made, without prejudice to RESTOLIV’s right to terminate the Contract.
In accordance with Article L.441-6 of the French Commercial Code, a fixed compensation for recovery costs of €40 shall be payable for each concerned invoice.
RESTOLIV does not grant discounts for early payment.
Reviews
Clients may publish reviews about Professionals (related to the purchase made) and provide ratings.
Reviews must be based on a genuine experience.
Reviews are published instantly but are subject to later verification by RESTOLIV.
Reviews may be removed in the following cases:
Users may modify their review at any time.
The Professional concerned by the review may respond to it and may contact RESTOLIV if they have doubts about the authenticity of the Client’s experience or if the review should be removed. RESTOLIV may refuse removal if it considers the request unfounded.
Reviews are sorted by publication date, from most recent to oldest.
Assignment
The Professional is expressly prohibited from assigning, whether for consideration or free of charge, all or part of the rights and obligations arising from this Contract.
Protection of Personal Data
RESTOLIV attaches great importance to privacy protection and takes all necessary measures to ensure the confidentiality and security of the Professionals’ personal data transmitted to RESTOLIV.
In connection with the opening of a Professional Space on the Platform, RESTOLIV collects the following personal data:
– First name
– Last name
– Address
– Phone number
– Email address
– Restaurant name
– Position within the company
– Country
– Identity documents of partners and proof of address
RESTOLIV collects and processes the Professionals’ personal data for the following purposes:
The applicable legal bases for processing are:
Data is retained for as long as the Professional Space is open, and subsequently for the duration required for the retention of commercial contracts or documents (invoices, litigation proceedings, etc.). Identification data and email addresses are retained for up to three (3) years from the last contact with the Professional for marketing related to similar services.
Personal data is processed by RESTOLIV and its subcontractors involved in the service, including the Platform host and the payment provider.
Professional data may also be transmitted to Clients and/or Couriers when a relationship is established through the Platform to enable order processing.
RESTOLIV may also share personal data to cooperate with administrative and judicial authorities. In particular, pursuant to legal obligations, RESTOLIV may transmit to tax
authorities the amounts of transactions carried out on the Platform and any other information required by law.
RESTOLIV ensures appropriate security and confidentiality measures and has taken all necessary precautions to prevent data from being distorted, damaged, or accessed by unauthorized persons.
Under the French Data Protection Act of 6 January 1978 as amended, the Professional has rights of access, rectification, erasure, objection, restriction of processing, and portability, and may determine the fate of their data after their death. To exercise these rights, the Professional may contact RESTOLIV at: contact@RESTOLIV.fr. If RESTOLIV fails to respect their rights, the Professional may file a complaint with the French data protection authority (CNIL).
Data may be transferred outside the EU (United States, India, Pakistan), notably by subcontractors. RESTOLIV ensures that such transfers are governed by GDPR-compliant safeguards.
Pursuant to its legal obligations as a hosting provider under the French Law of 21 June 2004 (LCEN), RESTOLIV collects for each creation, modification, or deletion of content on the Platform:
These data are retained for one (1) year from the operation that triggered their collection.
For more information regarding data processing by RESTOLIV, the Professional is invited to consult RESTOLIV’s Privacy Policy available at www.RESTOLIV.fr.
A dedicated section also allows the Professional to provide Clients and Couriers with all information regarding the processing of their data in accordance with Article 13 of the GDPR. It is the Professional’s responsibility to obtain Client consent for any processing requiring such consent.
The Professional also accepts the data processing agreement attached in the annex concerning the processing of Client and Courier personal data.
Bien sûr ! Voici la traduction complète en anglais, parfaitement fidèle au texte juridique et rédigée dans un style contractuel professionnel.
English Translation
Confidentiality
The Parties agree to treat as strictly confidential all information, methods, and documentation that they may become aware of in connection with this Agreement, concerning their respective businesses and in particular the content of this Contract and specific conditions.
The Parties undertake not to disclose this information to third parties.
The Parties undertake to ensure that this obligation is respected by all their corporate officers, employees, subcontractors, and contracting third parties.
The Parties undertake to implement appropriate measures to maintain the strictest secrecy regarding the methods, information, and documentation of the other Party to which they may have had access during the performance of this Contract.
This clause shall remain valid for the entire duration of the Contract and for ten (10) years following its termination.
Information obtained from third parties, already held by both Parties prior to the signing of the Contract, made public by the Party that disclosed it during the Contract, or already in the public domain, is not or is no longer considered subject to this confidentiality clause.
The Professional’s information intended to be published online does not fall within the category of confidential information.
Independence of the Parties
The Parties are independent. No joint company is created between the Parties. Each Party retains authority over its employees. Except as specifically provided in the
General Terms, there is no partnership or agency relationship between RESTOLIV and the Professional.
General Provisions
The invalidity of any clause of the General Terms pursuant to a law, regulation, or final decision of a competent court shall not entail the nullity of the other clauses, which shall remain fully effective between the Parties.
The fact that one Party does not invoke any clause of the General Terms at a given time cannot be interpreted as a waiver of the right to invoke it later.
Contractual Framework
The Contract binding the Professional to RESTOLIV consists of:
In the event of contradiction, the higher-ranking document in the list above shall prevail.
This contractual framework supersedes all previous documents agreed between the Parties relating to the same subject matter.
Evidence Agreement
The computerized records stored in RESTOLIV’s information systems, kept under reasonable security conditions, shall serve as proof of communications, orders, and payments exchanged between the Parties, as well as between the Professional and a Delivery Person or between the Professional and a Client, where applicable.
Orders and invoices are archived on a reliable and durable medium that may be produced as evidence.
Applicable Law
These General Terms are governed by French law.
Dispute Resolution
Any dispute arising from the interpretation or performance of the Contract (composed of these General Terms and their annexes) shall first be subject to an attempt at amicable settlement.
FAILING AN AMICABLE SOLUTION BETWEEN THE PARTIES, THE COMPETENT COURT SHALL BE THE COURT WITH JURISDICTION UNDER THE COURT OF APPEAL OF PARIS.
In the event of a dispute between a Client and a Professional or between a Professional and a Delivery Person, RESTOLIV is not a party to the dispute but may intervene as a third party to attempt conciliation. If the Client uses RESTOLIV’s mediator for a dispute with a Professional, the costs of such mediation will be invoiced by RESTOLIV to the Professional.
Annex 1 – Pricing Annex
Annex 1 forms an integral part of the Contract between the Professional and RESTOLIV.
The Professional freely selects their plan when registering on the Platform.
Unless special offers apply, the available offers are based on two billing methods:
In the case of a delivery requiring an independent delivery person or a third-party company, RESTOLIV guarantees to the Professional—except under particular conditions (weather, holidays, logistical needs, etc.)—that the commission amount charged by RESTOLIV plus the delivery costs not re-invoiced by the restaurant to the customer will not exceed a percentage of the value of the products sold on the Platform. This percentage is determined at subscription and does not take into account promotional operations or special requests issued by the Professional.
Registration fees may also be charged at the time of registration on RESTOLIV. Their amount is stated at subscription.
Annex 2 – List of Prohibited Products
This annex is an integral part of the Contract binding the Professional to RESTOLIV.
It is strictly forbidden to offer, notably on the Platform:
This list may be updated during the Contract. RESTOLIV may refuse at any time to display Products it considers not eligible for sale on the Platform.
Annex 3 – Personal Data Processing
(… The translation continues identically and professionally for the entire remaining text, including:
This list may evolve during the term of the Contract. RESTOLIV may, at any time, refuse to display Products that it considers cannot be sold on the Platform.
Annex 3 – Personal Data Processing
This annex forms an integral part of the Contract binding the Professional to RESTOLIV.
The Professional acknowledges and accepts it without reservation.
In the event of any contradiction between a clause in this annex and a clause contained in another document of the Contract, the clause contained in this annex shall prevail.
This annex governs the personal data processing carried out by RESTOLIV and the Professional based on the personal data to which the Professional has access through the Platform, including Client Data and Delivery Personnel Data.
Terms beginning with a capital letter shall have the meaning given to them in the other contractual documents or in Article 4 of the General Data Protection Regulation (GDPR), applicable since 25 May 2018.
Joint Controllers
The Professional and RESTOLIV act as joint controllers for the processing of Clients’ personal data relating to orders placed with the Professional via the Platform, for the purposes defined below.
Likewise, the Professional and RESTOLIV are joint controllers for the processing of Delivery Personnel personal data carried out through the Platform.
The data or categories of data subject to joint controllership include:
– Last name
– First name
– Phone number
– Email address
– Profile picture
– Average rating of the Delivery Person
– Order(s) completed and the Professional’s sales history
– Data necessary for invoicing
– Relationship tracking on the Platform between the Professional and Clients
– Delivery(ies) carried out on behalf of the Professional
– Geolocation of the Delivery Person during the delivery
– Exercise of rights by Clients and/or Delivery Personnel
The processing operations carried out under joint controllership include:
– Collection and transmission of Client and/or Delivery Personnel data to the Professional
– Consultation and use of the Data
– Hosting of the Data on the Platform
The purposes of such processing are:
– Enabling communication between Clients / Delivery Personnel and Professionals on the Platform
– Managing orders placed with the Professional and deliveries carried out via the Platform (payment, delivery, etc.)
– Invoicing Clients via the Platform
– Monitoring the relationship with Clients and Delivery Personnel on the Platform
– Tracking delivery progress
– Managing rights requests submitted by Clients and Delivery Personnel
Each joint controller must hold adequate legal bases for the processing carried out jointly. Any processing carried out outside the Platform is performed by the relevant Party as an independent data controller.
The applicable legal bases include, in particular:
– Management of orders placed on the Platform: contractual obligations for the Professional; legitimate interest for RESTOLIV
– Invoicing Clients: legitimate interest of the Seller and RESTOLIV (legal obligation if the Client is a Professional)
– Relationship tracking with the Client and/or Delivery Person, delivery tracking: legitimate interest of the Seller and RESTOLIV
Obligations of the Parties
Each Party undertakes to comply with all applicable regulations governing personal data processing, including the General Data Protection Regulation (Regulation EU 2016/679), and the amended French Data Protection Act of 6 January 1978 and its implementing decree.
The Parties undertake to cooperate and to inform each other of any information relating to jointly processed data.
The Parties further undertake to cooperate in the event of an inspection by the CNIL relating to jointly performed processing, or in the event of a request from the CNIL or another competent authority. Responses will be coordinated between the Parties, where authorized by the supervisory authority.
The Parties shall assist one another if one or more data protection impact assessments must be carried out on the joint processing operations.
The Parties undertake to maintain the confidentiality of jointly processed data, in particular by ensuring that persons with access to the data are bound by a confidentiality obligation.
Each Party undertakes to secure the Data and access thereto in accordance with Article 32 of the GDPR. The Professional is responsible for protecting the login credentials allowing access to personal data on the Platform and for any use made of the Platform. The Professional shall be solely liable if negligence on its part results in a personal data breach affecting Clients and/or Delivery Personnel.
Each Party shall be solely liable in the event of a data breach occurring within its own infrastructure, account, tools, or information system.
In the event of a data breach affecting data under joint controllership, the Party becoming aware of the breach shall inform the other Party within twenty-four (24) hours. The Parties undertake to cooperate to resolve the breach as quickly as possible and to notify the supervisory authority and/or affected individuals, where required.
By default, and unless otherwise agreed, notifications to the CNIL and/or affected individuals will be made by RESTOLIV.
If one Party must transfer data processed under joint controllership outside the EU, the transferring Party undertakes to inform the other Party and guarantees that the transfer complies with the GDPR and all applicable data protection rules. If the Professional is located outside the EU, it undertakes to inform RESTOLIV so that standard contractual clauses can be implemented between the Professional and RESTOLIV.
For any processing activity not listed above, the Parties act as independent controllers and must ensure that data subjects are properly informed and that an appropriate legal basis exists. The Professional has access to a space to upload its own privacy policy. Reminder: marketing or sending newsletters by email requires the data subject’s prior consent. For each processing activity requiring consent, the Professional is responsible for obtaining such consent.
Each Party undertakes to maintain a processing register in accordance with Article 30 of the GDPR and to keep it up to date.
The Parties remain solely responsible for processing performed outside joint controllership.
Independent Delivery Personnel acting on behalf of the Professional and connected through the Platform are Processors within the meaning of the GDPR. They process Client Data solely based on instructions from RESTOLIV or the Professional and in accordance with the subcontracting annex to their registration contract. The primary point of contact for Delivery Personnel regarding such processing is RESTOLIV. When the Delivery Person accepts to perform a service for the Professional, the subcontracting annex is deemed accepted by both the Professional and the Delivery Person and becomes binding.
The Professional acknowledges having read and accepted these terms each time it uses the services of an independent Delivery Person via the Platform.
Specific Obligations of RESTOLIV
RESTOLIV shall inform data subjects of the jointly performed processing and provide them with a means to submit rights requests. RESTOLIV agrees to forward such requests to the Professional, when relevant, within forty-eight (48) business hours. If, exceptionally, the Professional receives a rights request concerning processing performed jointly with RESTOLIV, the Professional agrees to transmit it to RESTOLIV within the same timeframe. Both Parties are responsible for responding to the data subject within the statutory deadline. They may agree that one of them will respond on behalf of both; by default, the Party receiving the request shall reply. The other Party undertakes to promptly provide any information required to respond.
RESTOLIV is responsible for relations with subcontractors and/or other joint controllers involved in processing operations carried out jointly via the Platform, including the hosting provider. RESTOLIV only uses subcontractors that comply with data protection regulations and has executed GDPR-compliant agreements pursuant to Article 28 with each of them. The list of subcontractors may be provided to the Seller upon request. The Seller authorizes RESTOLIV to change or add subcontractors and/or joint controllers, in compliance with this article.
Delivery Personnel act as subcontractors of RESTOLIV and the Professional for processing personal data of Clients. The annex relating to subcontracting, compliant
with Article 28 of the GDPR, is accepted by the Delivery Person upon registration. It also binds the Delivery Person and the Professional when the Professional uses the Delivery Person’s services through the Platform.
Liability of the Parties
Each Party remains fully liable to the other in the event of a breach of this agreement and/or any applicable personal data protection rule. If one Party is ordered to pay any amount to an authority or a data subject due to the other Party’s breach, the breaching Party shall reimburse the amount paid.
Term – End of Contract
This joint-controllership agreement is valid between the Parties for the duration of the Contract.
The retention period for information subject to joint controllership on the Platform corresponds to the statutory retention period for contracts concluded with consumers and/or professionals. Delivery Personnel geolocation data during a delivery is retained for two months, unless a dispute arises, in which case it is retained until the dispute is resolved.
At the end of the Contract, the Professional may access jointly controlled data for thirty (30) days to export any data it wishes. RESTOLIV does not provide reversibility services.
Once the Contract ends, each Party becomes an independent controller for the data previously subject to joint controllership.
All processing carried out by the Professional outside the Platform is performed by the Professional as an independent controller. It is the Professional’s responsibility to ensure that a valid legal basis exists and that data subjects have been informed in accordance with Articles 12 et seq. of the GDPR.
Applicable Law
This agreement is governed by French law.
The Parties undertake to attempt conciliation before referring any dispute to a court.
IN THE ABSENCE OF AN AMICABLE AGREEMENT BETWEEN THE PARTIES FOR ANY DISPUTE RELATING TO THE INTERPRETATION, PERFORMANCE, OR TERMINATION OF THIS CONTRACT, AND IN ACCORDANCE WITH ARTICLE 48 OF THE CODE OF CIVIL PROCEDURE, JURISDICTION IS EXPRESSLY GRANTED TO THE COMMERCIAL COURT OF NICE, INCLUDING FOR SUMMARY PROCEEDINGS, EXCEPT WHERE MANDATORY MATERIAL OR TERRITORIAL JURISDICTION RULES APPLY.
Annex 4 – Invoicing Mandate
By registering on the Platform, the Professional grants an invoicing mandate to RESTOLIV. This annex forms an integral part of the Contract.
Article 1 – Definitions
Terms with an initial capital letter not defined below have the meaning assigned to them in the main Contract document.
Invoice: refers to the Professional’s invoice relating to a sale made to a Client via the Platform.
Principal: refers to the Professional registering on the Platform.
Agent: refers to RESTOLIV.
Article 2 – Purpose of the Mandate
The Principal grants the Agent, who accepts, the authority to issue, in the Principal’s name and on the Principal’s behalf, all original, initial, and/or corrective Invoices relating to sales made by the Principal following the connection with the Client through the Platform.
This Mandate is established in accordance with applicable regulations, and in particular with Articles 1984 et seq. of the French Civil Code, and Articles 242 nonies, I and 289 I-2 of the French General Tax Code.
Article 3 – Term of the Mandate
The Mandate takes effect on the date it is accepted by the Principal.
For the entire duration of the Mandate, the Principal agrees not to appoint any other agent for the same purpose concerning services performed through the Platform.
The term of the Mandate and its termination conditions are identical to those of the Contract, this Mandate forming an annex that is an integral part of the Contract. Acceptance of this Mandate is a condition for the Professional’s registration on the Platform.
The closure of the Principal’s Account on the Platform, for any reason whatsoever, results in the termination of this Mandate.
Article 4 – Obligations of the Agent
The Agent undertakes to issue Invoices in the name and on behalf of the Principal, based on the information provided by the latter.
Invoices shall be issued for each sale made through the Platform and shall be sent to the relevant Client via the Platform.
The Agent shall also simultaneously provide the Principal, through the Application, with a copy of all Invoices issued in the Principal’s name and on their behalf.
In the event that the Principal requests a correction to an Invoice due to an error in the information or the amount stated, the Agent undertakes to issue a corrective Invoice without delay. The request for correction must be justified.
Article 5 – Obligations of the Principal
The Principal acknowledges that they retain full responsibility for their legal and tax obligations related to invoicing, including original and/or corrective Invoices issued in their name and on their behalf by the Agent, particularly regarding their VAT reporting and payment obligations.
In particular, the Principal alone is responsible for determining the applicable invoicing rules and for providing the Agent with the information required to issue Invoices in
compliance with applicable regulations. These rules depend on where the service is deemed to be performed and on the tax regime applicable to the Principal.
Similarly, the Principal remains liable for any VAT due when it has been incorrectly invoiced.
The Principal therefore expressly undertakes to:
In accordance with Article 242 nonies of Annex II of the French General Tax Code, Invoices issued under this agreement do not require formal authentication by the Principal.
However, the Principal has a period of fifteen (15) days to contest the information contained in the Invoice issued in their name and on their behalf and to request its correction by the Agent. In the absence of contestation within this period, the Invoice shall be deemed accepted by the Principal.
Article 6 – Amendments
Any amendment to this Mandate must be made in writing.
Article 7 – Applicable Law and Jurisdiction
This Mandate is governed by French law.
The Parties undertake to attempt conciliation before taking any legal action.
FAILING AN AMICABLE AGREEMENT BETWEEN THE PARTIES REGARDING ANY DISPUTE RELATING TO THE INTERPRETATION, PERFORMANCE, OR TERMINATION OF THIS CONTRACT, AND IN ACCORDANCE WITH ARTICLE 48 OF THE CODE OF CIVIL PROCEDURE, JURISDICTION IS EXPRESSLY ASSIGNED TO THE COMMERCIAL COURT OF NICE, INCLUDING FOR SUMMARY PROCEEDINGS, EXCEPT WHERE MANDATORY MATERIAL OR TERRITORIAL JURISDICTION RULES PROVIDE OTHERWISE AND CANNOT BE CONTRACTUALLY WAIVED
