What changes when you do business with French clients?
Less than you fear, and more than your templates assume. Between businesses, you choose the law, the language and most terms of your contracts. A handful of rules apply whatever the contract says: payment terms, the agent’s indemnity, the notice owed to a long-standing partner, the rights of whoever created your logo, and personal data.
Do you need a French company first?
Not to sell: a company established abroad can sign with French clients, appoint a French agent or license its software from home. A French company or branch becomes the question when you settle, hire or run a lasting establishment in France, as the guide to starting a business in France explains.
Three things to secure before the first invoice
The diagram follows the order in which the questions arise. Contracts: the law and the court, your terms of sale and payment, the right contract for an agent or a distributor. Brand: a search for earlier rights, a filing in the right territory, ownership of the name and logo in writing. Data: your role under the GDPR, the processor contract your clients will ask for, and transfers outside the European Union.
Which law governs your contracts, and in which language?
Between businesses, the law you choose. Under article 3 of the Rome I Regulation (EC) No 593/2008, checked October 2026, a contract is governed by the law the parties choose, expressly or clearly from its terms or the circumstances. No general rule forces French into a contract between two private companies, though French is required in some settings.
What if the contract chooses no law, or a foreign one?
Article 4 then decides: the law of the seller’s habitual residence for a sale of goods, of the service provider for a service, of the distributor for a distribution contract, of the franchisee for a franchise. A French distributor appointed without a governing law clause brings French law with it. The court is a separate choice, made in a jurisdiction or arbitration clause.
A chosen law does not remove everything. A court applies the overriding mandatory provisions of its own law, those a country regards as crucial for its public interests (article 9). Where all other elements are located in one country, its rules that cannot be derogated from still apply (article 3(3)). A consumer keeps the protection of the law where they live when you direct your activity there (article 6).
Must the contract be in French?
Not between two private companies. Article 5 of the Toubon law, loi n° 94-665 of 4 August 1994, requires French for contracts with a public body or a private person performing a public service mission. A written employment contract is drafted in French (article L1221-3 of the French Labour Code, Code du travail).
Article 2 of the same law is wider than it looks: French is mandatory in the designation, offer, presentation and guarantee terms of goods and services, in invoices and receipts, and in advertising. Its text does not distinguish consumer from business buyers, so a French version of your offers and invoices, alone or beside the English one, removes the question.
Which clauses travel badly?
A penalty clause can be moderated or increased by the judge, even on its own motion, if it is manifestly excessive or derisory (article 1231-5 of the French Civil Code, Code civil). In a standard-form contract, a non-negotiable clause that creates a significant imbalance between the parties’ rights and obligations is deemed unwritten, price and main subject matter aside (article 1171). Between businesses, imposing such an imbalance engages its author’s liability (article L442-1, I, 2° of the Commercial Code).
What does French law add to your terms of sale and payment?
When French law governs the sale, three things. Your general terms of sale, the conditions générales de vente, go to any business buyer who asks. Payment terms are capped. A late payer owes penalties and a fixed indemnity without any reminder. The articles are those of the French Commercial Code (Code de commerce), checked October 2026.
Must you send your terms of sale?
If you have them, yes: on a durable medium, to any buyer who asks for them for a professional activity (article L441-1). They include the payment terms and the price elements and are the sole basis of the commercial negotiation. Failing to send them exposes a company to an administrative fine of up to 75,000 euros.
To bind the other side, general terms must have been brought to its knowledge and accepted. When both sides invoke their own, the incompatible clauses have no effect (article 1119 of the Civil Code).
How long can a business client take to pay?
Article L441-10 of the Commercial Code sets the frame:
| Rule | What the Code says | Legal basis |
|---|---|---|
| Default payment term | 30 days after receipt of the goods or performance of the service, unless agreed otherwise | Article L441-10, I |
| Longest agreed term | 60 days after the date of the invoice | Article L441-10, I |
| End-of-month option | 45 days end of month after the invoice, if expressly agreed and not a manifest abuse towards the creditor | Article L441-10, I |
| Periodic invoice | 45 days after the date of the invoice | Article L441-10, I |
| Late payment penalties | The agreed rate, never below three times the legal interest rate; by default, the ECB rate plus 10 points | Article L441-10, II |
| Recovery indemnity | 40 euros, fixed and due as of right; more on proof of higher costs | Articles L441-10, II and D441-5 |
Penalties are due from the day after the payment date on the invoice, without any reminder; the indemnity is not due when insolvency proceedings forbid payment on the due date. Légifrance shows article L441-10 with an end date of 1 January 2027, as part of a recodification of the Code: check the reference in force on the day you sign.
The invoice carries the payment date, the penalty rate and the indemnity among its mentions (article L441-9, also ending on 1 January 2027); the numbers it shows are explained in the guide to SIREN, SIRET and VAT numbers.
Can you sell through an agent or a distributor safely?
Yes, once you know which contract you sign. An agent negotiates in your name and is protected by the Commercial Code; a distributor buys and resells in its own name; a franchisee works under your brand and is informed before signing. Whatever the label, ending an established relationship without proper written notice engages liability.
What is a commercial agent owed?
Article L134-1 defines the agent by what it does: an independent professional, not an employee, permanently in charge of negotiating, and possibly concluding, contracts in the name and on behalf of others.
An open-ended agency contract ends with notice of one month in the first year, two in the second and three from the third year begun, never shorter (article L134-11). The agent is then entitled to an indemnity compensating its loss (article L134-12), with no formula set by the Code, if it claims it within one year. It is not due after the agent’s serious fault, an unjustified departure on its own initiative or an agreed transfer to a third party (article L134-13).
What protects a distributor or another long-standing partner?
Article L442-1, II of the Commercial Code, in its version in force since 20 August 2026, engages the liability of any business that suddenly breaks off an established commercial relationship, even partially, without written notice that takes account of its length. A substantial reduction of the volumes ordered while a contract is negotiated, even a temporary one, can do the same when it compromises the balance of the relationship.
A party that gave eighteen months’ notice cannot be held liable for insufficient notice. Termination without notice remains possible when the other party fails to perform its obligations, or in a case of force majeure.
Agent, distributor or franchise: which contract fits?
| Commercial agent | Distributor | Franchisee | |
|---|---|---|---|
| Who sells to the client | You do; the agent negotiates in your name (article L134-1) | The distributor, in its own name, after buying | The franchisee, in its own name, under your brand |
| Before signing | No specific rule in the Code | No specific rule in the Code | A disclosure document and the draft contract at least 20 days before signing (article L330-3) |
| Ending the contract | One to three months’ notice if open-ended (article L134-11) | Written notice reflecting the relationship (article L442-1, II) | The same notice rule (article L442-1, II) |
| After the end | An indemnity for the loss, claimed within one year (article L134-12) | No indemnity set by the Code | No indemnity set by the Code |
Article L330-3 reaches beyond franchise, to anyone who lends a name, a trademark or a sign while requiring exclusivity or quasi-exclusivity.
Is your name available, and how do you protect your brand?
Search first, then register where you trade. A trademark is acquired by registration, in France (article L712-1 of the French Intellectual Property Code, Code de la propriété intellectuelle) as in the Union (article 6 of Regulation (EU) 2017/1001), and a name already protected in France, as a trademark, a company name or a trade name, can block yours.
Why search before you use a name?
Article L711-3 of the Intellectual Property Code lists the earlier rights with effect in France that bar a valid registration: an earlier French, EU or international trademark; a company name, where there is a likelihood of confusion; a trade name, a shop sign or a domain name whose reach is not only local, under the same condition; copyright, among others. A useful search looks beyond trademark registers.
The method, in the French, EU and international databases, is in the guide to EU and French trademark searches. Company names already registered can be checked as described in the guide to the French business register.
French trademark or EU trade mark?
A French trademark, filed with the INPI, the national industrial property office, protects France only, from the filing date, for ten years renewable indefinitely (article L712-1). An EU trade mark, filed with the EUIPO, the European Union Intellectual Property Office, under Regulation (EU) 2017/1001, has equal effect throughout the Union for ten years from filing, renewable for further periods of ten years (articles 1, 52 and 53), checked October 2026.
That unitary character cuts both ways. The EU trade mark is registered, transferred or declared invalid only for the whole Union (article 1(2)), and an earlier mark registered in a single Member State can ground an opposition against it (article 8).
Who should own the brand?
Whoever the mark is registered to (article L712-1). File in the name of the company that will use it, or plan a transfer, which is made in writing on pain of nullity (article L714-1). If a designer created the logo, its rights must be assigned first, as the next chapter explains.
Who owns the code, the logo and the content?
Whoever created them, until a written assignment says otherwise. Under article L111-1 of the Intellectual Property Code, the author of a work holds an exclusive property right in it by the mere fact of its creation, and a contract for work or services does not change that. Paying an invoice is not an assignment. Software written by employees is the exception.
What must an assignment say?
Protected works include writings, graphic and typographic works, photographs and software with its preparatory design material (article L112-2): a logo, the texts of a website and a code base can all qualify. Contracts that transfer author’s rights are made in writing (article L131-2).
Each right assigned is mentioned separately, with the scope of its exploitation defined as to extent and purpose, place and duration (article L131-3). In practice, the assignment names the rights (reproduction, representation, adaptation), the uses (website, print, advertising, trademark filing), the territory and the duration. A global assignment of future works is void (article L131-1).
Employees, freelancers, agencies: who owns what?
Unless statutes or stipulations say otherwise, the economic rights in software and its documentation created by employees in their duties, or on the employer’s instructions, vest in the employer (article L113-9). The rule covers software only: for a logo or a text written by an employee, article L111-1 applies. A freelancer or an agency keeps the rights until it assigns them in writing; Concord drafts the IP assignment agreement that closes the gap.
What do your French clients expect on personal data?
A clear answer on your role, and a contract to match. The GDPR, Regulation (EU) 2016/679, applies to a company with no establishment in the Union when its processing relates to offering goods or services to people in the Union, paid or not, or to monitoring their behaviour there (article 3(2)), checked October 2026. A French client entrusting you with personal data will ask for the contract article 28 requires.
Controller or processor?
The controller determines the purposes and means of the processing; the processor processes personal data on its behalf (article 4(7) and (8)). A software provider is usually the processor of the data its client loads into the platform, and the controller of its own customer accounts and mailing lists.
What does article 28 require?
A contract in writing, including in electronic form (article 28(9)), setting out the subject matter, duration, nature and purpose of the processing, the types of data and the people concerned. The processor acts only on documented instructions, keeps its staff bound to confidentiality, secures the data, uses sub-processors only with written authorisation, assists the controller, deletes or returns the data at the end and allows audits (article 28(2) and (3)).
The contract clause by clause, and transfers outside the Union under articles 44 to 49, are the subject of the guide to the data processing agreement.
Who represents you in Europe, and who supervises you?
Where article 3(2) applies, you designate in writing a representative in a Member State where the people concerned are (article 27), unless the processing is occasional, without large-scale sensitive or criminal data and unlikely to result in a risk. In France, the supervisory authority is the CNIL (article 8 of the loi Informatique et libertés n° 78-17 of 6 January 1978).
Breaches of the obligations in articles 25 to 39, which include articles 27 and 28, can be fined up to 10,000,000 euros or, for an undertaking, up to 2 % of its total worldwide annual turnover of the preceding financial year, whichever is higher (article 83(4)).
When does a lawyer change the outcome?
Not for everything. You can send your terms of sale, run a first search in the official trademark databases and sign a client’s standard processor contract yourself. A lawyer changes the outcome where the law leaves the drafting to you, and where a rule you cannot write away will apply anyway.
Where are the decisions yours to write?
- A first contract with a French client or partner. The law, the court and the clauses a judge can revise.
- An agent or a distributor. The right contract, its notice and indemnity, and your mark filed before theirs.
- A name. A search beyond trademark registers, then a filing in the right territory and the right name.
- A logo, a site or code made by others. A written assignment, right by right.
- Data you process for French clients. Your role, the article 28 contract and any transfer outside the Union.
Concord reviews and drafts commercial contracts, distribution and agency agreements and terms and conditions under French law, runs trademark clearance searches and drafts data processing agreements and transfer clauses. If you are at one of those points, tell us who you are selling to. The first conversation starts from your situation, and no work begins without a written scope and fee.