A French company may want to trade with an international customer using English-language terms and conditions and a clause choosing English law. That structure is common for technology, distribution, licensing, finance and cross-border services. It can also become fragile when a French customer stops paying and argues that the terms were never incorporated, that the governing-law clause was hidden, or that the chosen court cannot hear the dispute. The fact that a contract is written in English does not, by itself, select English law. Conversely, a French-language contract does not, by itself, make French law applicable.<\/p>\n
The practical question is whether the parties made a clear choice, whether the exact terms were available before the contract was formed, whether the signatory had authority, and whether the chosen law and forum can operate alongside mandatory French or European rules. The answer also changes if the customer is a consumer, an employee, a regulated entity or a business contracting for purposes outside its professional activity. A foreign founder managing a French soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> (SAS, a simplified joint-stock company) should treat the contract package as evidence, not merely as a PDF generated by a sales platform.<\/p>\n This article focuses on a business-to-business contract between a French company and a professional customer in France, with an international element and English-law terms. It explains what the choice of law does, when French mandatory rules remain relevant, how to incorporate online or attached conditions, how a jurisdiction clause can fail, and what evidence should be preserved if the customer disputes the contract. It does not replace a review of the service sector, the customer\u2019s status, the transaction documents and the current procedural position.<\/p>\n It complements the firm\u2019s French corporate-law and company formation resource<\/a>, while narrowing the question to cross-border commercial terms and the French customer\u2019s enforceability objection.<\/p>\n There are three separate questions in a cross-border contract. First, what language is used for the offer, order form and standard terms? Second, which substantive law governs the contract? Third, which court or arbitral tribunal will decide a dispute? A clause saying \u201cthese terms are written in English\u201d answers only the first question. A clause saying \u201cthis agreement is governed by the laws of England and Wales\u201d addresses the second. A clause saying \u201cthe courts of England and Wales have exclusive jurisdiction\u201d addresses the third. A well-drafted contract should not leave the reader to infer one answer from another.<\/p>\n The starting point for an international contract before a French court is the Rome I Regulation, Regulation (EC) No 593\/2008. Its Article 3 provides for the parties\u2019 freedom to choose the applicable law<\/a>, expressly or with reasonable certainty from the contract or the circumstances. The Regulation is universal: its Article 2 allows the designated law to be the law of a non-member state. That makes an English-law clause possible even though the United Kingdom is no longer a European Union Member State. The parties may select English law for the whole contract or for a defined part, such as an indemnity or a distribution mechanism.<\/p>\n The choice must still be real and intelligible. A vague reference to \u201cinternational principles\u201d, a brand\u2019s website, or the supplier\u2019s country is not the same as a defined governing-law clause. The contract should name the legal system, identify whether \u201cEngland and Wales\u201d is intended rather than another UK system, and state how the clause interacts with any mandatory law. If the parties want a split choice\u2014for example, English law for the commercial terms and French law for a French regulatory schedule\u2014the division should be explicit. An internal purchase order should not silently contradict the master agreement.<\/p>\n French contract law starts from a similar but limited principle. Article 1102 of the Civil Code<\/a> states in French: Article 1103 of the Civil Code<\/a> gives a properly formed contract binding force: Good faith is another boundary. Under Article 1104 of the Civil Code<\/a>, The Supreme Court\u2019s First Civil Chamber examined the relationship between a chosen law and a separate international arbitration clause in its decision of 28 September 2022, appeal no. 20-20.260. The [official decision of the Cour de cassation](https:\/\/www.courdecassation.fr\/decision\/6333e9bde5004d05dab7c04c) expressly refers to the reservation An English-law clause may therefore change the legal rules used to interpret contractual promises, calculate damages, assess implied terms or analyse a limitation clause. It does not necessarily change the law governing the company\u2019s status, the authority of its corporate organs, the registration of a security, employment obligations, insolvency effects, consumer protections or French regulatory requirements. It also does not select a court. The draft should state these boundaries so that the commercial team does not promise more certainty than the clause can deliver.<\/p>\n The distinction matters for a French SAS. An SAS is a separate legal person whose president or other officer acts within powers conferred by law, the articles of association and the contract. A choice of English law for a customer agreement does not turn an internal decision of the SAS into an English corporate act. It does not remove the need to identify the French company by its registered name, registration number and registered office. The Kbis<\/em> is the official extract showing certain entries in the French commercial and companies register; it is not the complete constitutional record. The greffe<\/em> is the registry office attached to the competent court. Neither term should be used as a substitute for a check of the articles and delegations of authority.<\/p>\n For a foreign founder, the contract should identify the actual French entity, not merely the group or trading name. The signature block should use the company\u2019s registered name, legal form, share capital where required by the company\u2019s documents, registered office and registration number. If a subsidiary signs but the foreign parent is named in the order form, the contract should state whether the parent is a party, a guarantor, a disclosed principal or only an affiliate providing services. An English-law clause cannot cure uncertainty about who owes the price or who owns the intellectual property.<\/p>\n The choice of law also does not eliminate conflict between documents. A customer\u2019s purchase order may contain French terms, a French company\u2019s quotation may refer to English terms, and an online account may display a third version. The contract should contain an order of precedence: negotiated terms, statement of work, data-protection schedule, service levels, standard terms and incorporated policies. Each document should carry a version number and effective date. If the parties intend French law to govern a regulatory annex while English law governs the commercial terms, the precedence clause should say which provision controls when the two texts overlap.<\/p>\n Finally, a choice of English law does not guarantee that an English court will apply every English term as drafted. A French customer may raise public-policy objections, mandatory statutory protections or an incorporation problem. A French court may apply French procedural law even when the governing law is English. The operational benefit of the clause is greatest when the company has decided why English law is appropriate, documented the negotiation and drafted the selected forum separately.<\/p>\n Article 1102\u2019s reference to public policy is not an abstract warning. The applicable mandatory rule may come from the Civil Code, the Commercial Code, the Consumer Code, European law or sector legislation. The parties should identify the customer\u2019s capacity at the moment of contracting. A French incorporated business buying software for its operations is ordinarily a professional customer. An individual founder buying a service for private purposes may be a consumer even if that person also owns a company. A small company can still be a professional customer; it is not automatically a consumer because it has little bargaining power.<\/p>\n Consumer protection is a separate layer. Article L. 212-1 of the Consumer Code<\/a> addresses unfair terms in contracts between professionals and consumers. It targets a significant imbalance to the consumer\u2019s detriment and applies regardless of the form or support of the contract. A governing-law clause cannot be used to deprive a consumer of protections that the mandatory rules of the relevant law preserve. If the transaction may reach individuals, the company should not use its B2B terms as a substitute for consumer terms and notices.<\/p>\n The Rome I Regulation also treats consumer contracts specially. Article 6 allows a consumer to retain the protection of mandatory provisions of the law of the consumer\u2019s habitual residence when the professional directs activities to that country. A French-language website, French advertising, delivery to France and a French consumer support channel may all matter to the analysis. The conclusion should be made from the actual business model, not from a sentence in the terms calling every customer a professional.<\/p>\n The French language rules require a narrower, document-by-document assessment. Article 2 of Law No. 94-665 of 4 August 1994 provides that French is mandatory in the designation, offer, presentation, instructions, description of the scope and conditions of warranty of goods, products or services, and in invoices and receipts. The [official text of Article 2 of the Law on the use of the French language](https:\/\/www.legifrance.gouv.fr\/codes\/article_lc\/LEGIARTI000006421210) should be read with the relevant sector rules and the customer\u2019s status. It does not mean that every international B2B agreement written in English is automatically void. It does mean that an English-only invoice, warranty document, public-facing offer or regulated information may create a compliance problem even when the governing-law clause is valid.<\/p>\n A bilingual contract is often the safer commercial choice where the French customer, its staff or its regulator will rely on the document in France. The contract should state whether the French or English version prevails, and the translation should be reviewed rather than machine-generated without legal checking. If the French version is supplied only after a dispute, the translation may be viewed as an argument rather than evidence of what the parties accepted. If the English version controls, the customer should still receive a usable French explanation of mandatory information, pricing, warranties and complaint routes where the law requires it.<\/p>\n Mandatory commercial rules can also apply between businesses. Article L. 442-1 of the Commercial Code<\/a> creates liability for certain practices in the negotiation, conclusion or performance of a contract, including the attempt to impose obligations that create a significant imbalance. In its decision of 26 February 2025, appeal no. 23-20.225, the commercial chamber of the Cour de cassation reproduced the statutory test: The existence of an English-law clause does not prevent a French business customer from invoking a French mandatory commercial rule where its conditions are satisfied. It also does not make every one-sided term unlawful. The Supreme Court\u2019s decision requires the contract as a whole, the parties\u2019 positions, the negotiation and the relevant clause to be analysed. A limitation of liability, unilateral price change, automatic renewal or jurisdiction clause should be tested in its context rather than judged by its label.<\/p>\n Article 1171 of the Civil Code supplies another possible control for an adhesion contract. The official text of Article 1171<\/a> refers to a non-negotiable clause determined in advance by one party that creates a significant imbalance, and states that the clause is deemed unwritten. In its decision of 26 January 2022, appeal no. 20-16.782, the commercial chamber explained that Article 1171 is not a general ban on standard terms or a shortcut around the governing-law analysis. The court must first decide whether the contract is an adhesion contract, whether the clause was non-negotiable, whether the special regime applies, and whether the claimed imbalance is legally relevant. The price itself is not automatically reviewed under Article 1171, and a business customer cannot turn every commercial disadvantage into a significant imbalance. Drafting that records negotiated changes can help show that a term was discussed, although a negotiation record does not immunise a term from another mandatory rule.<\/p>\n Commercial terms should also comply with the communication duties applicable to the transaction. Article L. 441-1 of the Commercial Code<\/a> describes the contents of general terms of sale and requires a supplier that establishes such terms to communicate them to a professional buyer who requests them, by a durable medium. That obligation is not identical to the rules for incorporation of every contractual clause, but it points to the same practical conclusion: retain the exact document, the date on which it was made available and the medium through which the customer could save it.<\/p>\n The pre-contract information duty may be relevant where the terms hide a fact that was decisive for consent. Under Article 1112-1 of the Civil Code<\/a>, a party who knows information of decisive importance for the other party\u2019s consent must provide it when the other party legitimately does not know it or trusts its counterparty. A standard English term does not excuse a French company from disclosing a material automatic renewal, exclusivity, data-hosting restriction, sanctions limitation or unusual termination trigger if the duty applies. The article also shows why the person who accepted the terms, the information provided and the timing of disclosure should be documented.<\/p>\n Choice of law is therefore strongest in a true B2B transaction where the parties are identified, the English-law clause is clear, the terms were negotiated or properly presented, and no mandatory French or European rule is being evaded. It is weaker where a consumer, a protected worker, a regulated activity or a public-facing warranty is involved. The language of the document matters as evidence and sometimes as a compliance requirement, but it is not a substitute for analysing the customer, the clause and the transaction.<\/p>\n Incorporation begins before acceptance. The French company should send the complete English terms as an attachment or through a stable link that works before the customer signs or places the order. The order form should identify the terms by title, version number and date. If a link is used, the customer should be able to open, download and print the document without needing a new account or accepting a different set of conditions. A link that leads only to a homepage, a changing policy centre or a post-contract update page makes the evidence unnecessarily weak.<\/p>\n The contracting workflow should record the relationship between the commercial offer and the terms. The offer can state: \u201cThis offer and any resulting agreement are subject to the English-language General Terms and Conditions, version 2026-08-25, attached to this offer.\u201d The attachment should be preserved with the sent email or transaction record. If the customer negotiates clauses, the final document should include the negotiated schedule and the standard terms together. A sales representative should not be able to replace the PDF after signature without generating a new acceptance event.<\/p>\n The First Civil Chamber of the Cour de cassation addressed this evidence problem in its decision of 7 May 2025, appeal no. 23-22.972. The dispute involved an offer written in English that referred to terms written in another language. The [official decision no. 23-22.972](https:\/\/www.courdecassation.fr\/decision\/681af5b30dfb1f09369ce1f7) held that an express reference alone did not suffice where it was not established that the other company could consult, save or print the terms before contracting. The Court concluded that the clause in the conditions was not applicable on those facts, even though the reference had been accepted. This is a direct warning for any company relying on a hyperlink, a portal or a standard-term library.<\/p>\n The same decision relied on Article 25.1 of the Brussels I bis Regulation and the case law of the Court of Justice of the European Union on jurisdiction clauses in general terms. An express reference to conditions can work if the customer can access the terms with ordinary diligence and the proof shows effective communication. A hyperlink can be sufficient in principle when it works before signature and allows the terms to be saved or printed. The company should not confuse legal possibility with a presumption that every hyperlink was seen. Its logs should show the URL, the version served, the timestamp, the customer account, the signatory and the acceptance event.<\/p>\n A click box should identify what is accepted. \u201cI have read the website\u201d is weaker than \u201cI accept the General Terms and Conditions version 2026-08-25, available here,\u201d especially when the linked document contains the governing-law and jurisdiction clauses. The click record should be tied to the customer\u2019s legal entity, not only to an email address that could later be reassigned. If a person signs for the company, keep the title, delegation or board resolution that supports authority. The fact that the person was copied on an email is not always proof that the person could bind the company.<\/p>\n Electronic evidence can be effective in France. Article 1366 of the Civil Code<\/a> gives an electronic document the same evidential force as paper, provided the person from whom it originates can be duly identified and the document is created and stored in conditions that preserve its integrity. Article 1367<\/a> states that the signature identifies its author and manifests consent, and describes the reliable identification process for an electronic signature. The platform should therefore preserve the signed PDF, the audit trail, the hash or integrity record where available, the certificate information, the email address and the authentication method.<\/p>\n For transactions between merchants, Article L. 110-3 of the Commercial Code<\/a> provides that commercial acts may be proved by any means unless the law provides otherwise. That flexibility is useful when the file includes emails, order histories, invoices, delivery records, tickets and platform logs. It does not remove the need to show what was agreed. A sequence of invoices can support a course of dealing, but it may not prove that a new jurisdiction clause buried in an updated website was accepted. A company should preserve the terms in force for each invoice and each renewal.<\/p>\n The customer\u2019s conduct can be relevant, but it should not be the main incorporation strategy. Payment, use of a service, delivery under the contract or a complaint referring to a clause may support acceptance or knowledge. Conduct becomes more persuasive when the customer received the terms, had a meaningful opportunity to review them and continued after a clear version update. It becomes less persuasive when the customer received only an invoice, the terms were added after performance began, or the disputed clause was not visible in the contracting flow.<\/p>\n Language should be handled in the same workflow. If the customer is French and the relationship will be performed in France, provide a French translation or a bilingual version before acceptance where the content or sector makes that prudent or mandatory. Define the controlling language. Do not use an English version that refers to \u201cFrench law\u201d in one clause and an automatically translated French version that refers to \u201cEnglish law\u201d in another. The translation file should have the same version number and be archived with the controlling text. The choice of controlling language is a drafting decision; it is not a substitute for language-specific statutory disclosures.<\/p>\n Jurisdiction must be drafted separately from governing law. If the parties choose the courts of an EU Member State, Article 25 of Brussels I bis may govern the form and effect of an exclusive jurisdiction agreement. If the chosen courts are in England and Wales, the post-Brexit position must be checked under the applicable international instruments, including the 2005 Hague Choice of Court Convention where its conditions are satisfied. The contract should state whether the clause is exclusive, identify the courts precisely, cover contractual and non-contractual claims where intended, and include a service address or notice mechanism where appropriate.<\/p>\n A French territorial jurisdiction clause has its own formal constraint. Article 48 of the Code of Civil Procedure<\/a> states that a clause derogating from territorial jurisdiction is deemed unwritten unless all parties contracted as merchants and the clause was specified in a very apparent manner in the engagement of the party against whom it is invoked. This is not a universal rule for international jurisdiction, but it is a serious drafting checkpoint for a French B2B contract. A small-font reference in an appendix is risky, particularly when the customer\u2019s professional capacity or the clause\u2019s visibility can be disputed.<\/p>\n The 2024 decision of the Paris Court of Appeal, appeal no. 21\/18389, illustrates the post-Brexit and online-acceptance issues. The [official decision](https:\/\/www.courdecassation.fr\/decision\/666152debbc6ae00084dd84b) considered a clause selecting the laws and courts of England and Wales in Microsoft Advertising terms. The court examined whether the account creation and continued use of the service established acceptance, whether the clause was clear and apparent, and whether the Hague Convention objection succeeded. The case does not mean that every click agreement is enforceable. It shows why the version, the acceptance route, the wording and the customer\u2019s location must be proved together.<\/p>\n A contract should also address interim relief. A party may need to preserve confidential information, suspend access, protect data, stop an unauthorised use of intellectual property or secure payment before the merits are decided. An English-law clause and an English-court clause should not accidentally prevent an application to a court with power to grant urgent relief where the law permits it. The agreement can specify the relationship between the chosen forum, an arbitral tribunal and courts at the place where assets or evidence are located. Any carve-out should be narrow and coherent; a clause saying \u201cexclusive\u201d and then creating several unqualified exceptions invites an avoidable dispute.<\/p>\n The company\u2019s signature procedure should match the legal form and internal authorisations. The president of an SAS may have broad external powers, but the company should still check the articles, board resolutions, shareholder decisions, delegations and group policies. If the contract is signed by a foreign parent, an affiliate or a sales director, the file should explain the authority. A Kbis can show who is recorded as an officer, but it does not prove every delegation or every limitation in the articles. A customer challenging authority may ask for the resolution, power of attorney or chain of delegation.<\/p>\n The minimum contract pack should therefore contain the offer, the final statement of work, the terms in English, any French version, the data or security schedules, the price and payment schedule, the order of precedence, the governing-law clause, the jurisdiction or arbitration clause, the signature certificate, the acceptance audit trail and the authority documents. The French company should hold the pack in a read-only archive and be able to produce the exact version sent to the customer. A generic \u201ccurrent terms\u201d folder is not enough when the dispute concerns a renewal made two years earlier.<\/p>\n The first response to a dispute should identify the objection precisely. \u201cThe contract is in English\u201d can mean that the customer says it did not understand the document, that the terms were not supplied, that French language rules apply to a particular document, or that the governing-law clause is unclear. \u201cFrench courts have jurisdiction\u201d can mean that the customer disputes incorporation of the forum clause, relies on a consumer or mandatory rule, or simply wants to avoid a foreign forum. Each objection requires a different response. A general assertion that the customer used English in business is not enough, although it may form part of the evidence.<\/p>\n Build a dispute bundle before sending a substantive answer. Preserve the original offer, the signed document, the exact terms, the page or hyperlink containing the disputed clause, the timestamped audit log, the customer\u2019s account records, the invoices, payment history, messages, meeting notes, amendments and any translation. Export the documents in a format that preserves metadata. Keep the original email file where possible. If the terms were hosted online, preserve the URL, a PDF, the version identifier and a record of how the page appeared at the time of acceptance. Do not overwrite the archived file with a later update.<\/p>\n The second task is to separate validity from opposability. A clause can be validly drafted but not opposable because it was never communicated. A customer may have received the document but not accepted the clause in the required form. A contract may be properly formed while a particular unfair term is treated as unwritten. A choice of English law may govern the main promises while French mandatory rules control a specific issue. The response should state which proposition the company is defending instead of arguing that one clause validates the entire document.<\/p>\n The 2025 Cour de cassation decision no. 23-22.972 is particularly useful when the terms were referred to but not effectively delivered. On the facts of that case, an express reference was not enough because the other company had not been shown to have been able to consult, save or print the general conditions before the contract was concluded. The company should therefore ask itself a difficult question: could it prove that the customer had the complete English terms in a durable form before acceptance? If the answer is no, a negotiated amendment or a new agreement may be safer than relying on a clause that a court may disregard.<\/p>\n A lower-court decision shows the opposite factual pattern without creating a universal rule. In a r\u00e9f\u00e9r\u00e9 decision of 11 April 2025, case no. 24\/02684, the court examined a French-language contract accompanied by English \u201cTerms and Conditions\u201d. The [official Cour de cassation decision page](https:\/\/www.courdecassation.fr\/decision\/6809424dfa1497b96f2d3eb4) records the court\u2019s conclusion that If the customer challenges the chosen forum, the company should raise the jurisdiction issue at the correct procedural stage and in the correct court or arbitration. It should exhibit the clause as accepted, not merely the current version of its website. The claim should distinguish the forum question from the merits. A French court may decide whether it has jurisdiction before deciding whether English law governs the payment obligation. An arbitral tribunal may have competence to assess its own jurisdiction under the applicable arbitration agreement, subject to the relevant national and international rules.<\/p>\n The clause must also be broad enough for the dispute the company is actually bringing. A clause covering only \u201cclaims arising from the supply of the software\u201d may not clearly cover pre-contract misrepresentation, a non-contractual intellectual-property claim, a competition claim or a dispute over a separate guarantee. A clause covering \u201cany dispute in connection with the agreement, its formation, validity, performance or termination\u201d is more comprehensive, but it still cannot override mandatory jurisdiction rules or create authority where the clause was never accepted. The drafting objective is clarity, not maximal length.<\/p>\n Urgency should be dealt with realistically. If the customer is about to destroy evidence, use confidential source code, transfer assets or publish a damaging statement, the company should consider whether a French court, the chosen foreign court or an arbitral tribunal can grant effective interim relief. Location matters: the evidence, servers, employees, bank accounts and customers may be in different countries. The contract should not force the company to wait for a merits judgment in a forum that cannot reach the asset or document that needs protection.<\/p>\n Mandatory French rules should be analysed at the same time. The company should identify whether the customer is a consumer, whether a French invoice or warranty document is involved, whether the contract is an adhesion contract, whether the relationship falls within Article L. 442-1, whether employment or data rules are engaged, and whether the activity is regulated. If a provision is likely to be treated as mandatory, the company should explain how its position survives that rule instead of assuming that the English-law clause defeats it.<\/p>\n The risk of a significant imbalance should be tested clause by clause. Under Article L. 442-1, the Supreme Court\u2019s 2025 decision no. 23-20.225 requires a concrete examination of the overall economy of the contract. Under Article 1171, the 2022 decision no. 20-16.782 distinguishes a clause in an adhesion contract from the special commercial and consumer regimes. A limitation of liability may be supported by a price reduction, insurance allocation, service-level commitment or negotiated cap; a unilateral right to suspend every service without notice may be harder to justify. The file should show the commercial reason, the alternatives discussed and the proportionality of the result.<\/p>\n Do not concede a language objection unnecessarily. A customer\u2019s ability to communicate in English, its prior international contracts and its professional staff can support an argument that the document was understandable. They do not prove delivery or acceptance of the exact terms. Conversely, the absence of a French translation does not automatically make a B2B English contract void. The correct response is factual: how the parties negotiated, which language they used, what the customer asked for, whether a translation was offered, which documents the customer signed, and what the customer did after receiving them.<\/p>\n Where the evidence is incomplete, the company should consider a settlement document that confirms the disputed terms prospectively. The amendment should identify the existing agreement, state which terms are confirmed, specify the governing law and forum, address accrued invoices without a waiver that was not intended, and include a clear language clause. It should be signed by authorised representatives. A settlement cannot necessarily retroactively cure every mandatory-law issue, but it can reduce uncertainty about future performance and provide a clean version for a continuing relationship.<\/p>\n If the customer has not paid, the company should preserve the proof of performance and the calculation of the amount claimed. Delivery records, acceptance tests, login activity, support tickets, usage data and invoices can show the bargain\u2019s performance. They should be collected lawfully and proportionately, especially where personal data or trade secrets are involved. The claim should explain the contractual basis for the debt, the version of the terms, the payment due date and the consequences of non-payment under the chosen law and any applicable French rule.<\/p>\n French procedure may also require translations of exhibits or explanations for the court. A company should identify early which documents need a sworn translation and maintain a glossary for terms such as \u201cgoverning law\u201d, \u201cexclusive jurisdiction\u201d, \u201ctermination for convenience\u201d, \u201cindemnity\u201d and \u201cbest efforts\u201d. A translation should preserve defined terms and cross-references. A poor translation can create a new ambiguity that was not present in the English original.<\/p>\n The forum question becomes more complex when the customer is a French subsidiary of a foreign group. The subsidiary may have signed the contract, while the parent negotiated, paid or supplied the service. The company should establish whether the parent is a party, a guarantor, an undisclosed principal or merely an economic beneficiary. An English jurisdiction clause accepted by the subsidiary does not automatically bind the parent, and a parent\u2019s involvement does not automatically make the French subsidiary a branch of the parent. Group charts, signatory authority and invoice recipients should be aligned.<\/p>\n A French company should also review its website and renewal process after a dispute. If the same standard terms are used for French customers, the company should ensure that the version served in checkout, the PDF attached to the order confirmation and the version named in invoices are identical. A customer should be notified of a material update through a durable medium, with a clear effective date and a meaningful route to accept or reject it. Continued use can be relevant, as the 2024 Microsoft decision shows, but reliance on continued use is weaker when the customer was not told what changed.<\/p>\n The response should finish with a decision, not a collection of legal quotations. If the clause was clearly accepted and no mandatory rule defeats it, pursue the selected forum with the complete evidence pack. If the clause was not delivered, renegotiate, amend or proceed on the strongest uncontested contractual basis. If French mandatory rules are likely to apply, adjust the claim and the document set. If the customer is a consumer or the activity is regulated, move the matter to the appropriate legal review. The choice of law is one component of the case, not the case itself.<\/p>\n A practical internal review can be expressed as five questions. What exact document did the customer receive before signing? What exact act recorded acceptance? Which legal entity and authorised person accepted it? Does the clause choose law, court, arbitration or several of these? Which French, European or sector rule remains mandatory despite the choice? A \u201cyes\u201d supported by an archived document is more valuable than a general statement that the company always uses English terms.<\/p>\n For a foreign founder, the last check is governance. The founder should confirm that the French president or delegated officer approved the commercial policy, that the company\u2019s insurance and data arrangements match the promises in the English terms, and that the French accountant and customer-support team use the same version. A legally correct clause can still cause loss if the operational team promises a French warranty, accepts a French purchase order or changes a renewal date without recording the modification. Contract governance is part of enforceability.<\/p>\n A French company can, in a genuine international B2B relationship, use English-language terms and choose English law. The choice is supported by the freedom to choose the applicable law, but it must be expressed clearly and kept separate from the language and jurisdiction questions. English wording does not select English law, and an English-law clause does not select an English court or remove mandatory French and European rules.<\/p>\n The enforceability of the package will usually turn on evidence: the exact terms sent before acceptance, the version and link, the signatory\u2019s authority, the electronic audit trail, the customer\u2019s professional status, and the wording and visibility of the jurisdiction clause. The Cour de cassation decision no. 23-22.972 shows the danger of an express reference without proof that the customer could access and save the terms. Articles 1102, 1103, 1104, 1112-1, 1171, L. 441-1, L. 442-1, 1366, 1367 and Article 48 of the Code of Civil Procedure provide the French checkpoints; Rome I supplies the conflict-of-laws framework.<\/p>\n Before sending a formal demand, the company should classify the dispute as incorporation, authority, language compliance, unfairness, jurisdiction, mandatory law or performance. It should preserve the contract bundle, check whether the chosen forum can grant the required relief, and avoid claiming that one governing-law clause resolves every issue. A bilingual, version-controlled contract accepted through a traceable workflow gives a foreign founder and the French company a far stronger position than a generic English PDF linked after the event.<\/p>\n Would you like a rapid review of your situation? A telephone consultation within 48 hours with a lawyer from the firm can help you identify the right contractual and procedural steps.<\/p>\n Send the contract, the disputed terms and the acceptance record in advance so the consultation can focus on governing law, jurisdiction, mandatory French rules and evidence.<\/p>\n Call +33 6 46 60 58 22<\/a> (Ma\u00eetre Reda Kohen) or use the contact form<\/a>. The firm advises foreign founders and companies doing business in France.<\/p>\n","protected":false},"excerpt":{"rendered":" A French company may use English-language terms and choose English law in a B2B contract, but acceptance, mandatory French rules, jurisdiction and evidence must be secured.<\/p>\n","protected":false},"author":251031309,"featured_media":16413,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2107369","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nI. Can a French company use English-law terms and conditions for a French business customer?<\/h2>\n
A. What an English-law clause changes\u2014and what it does not<\/h3>\n
Chacun est libre de contracter ou de ne pas contracter, de choisir son cocontractant et de d\u00e9terminer le contenu et la forme du contrat dans les limites fix\u00e9es par la loi.<\/q> It adds:
La libert\u00e9 contractuelle ne permet pas de d\u00e9roger aux r\u00e8gles qui int\u00e9ressent l’ordre public.<\/q> The English-law choice therefore expresses contractual freedom, but it is not a licence to remove rules that French or European law treats as mandatory in the situation concerned.<\/p>\n
Les contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits.<\/q> That rule helps the customer as well as the supplier. Once the parties have genuinely accepted a version of the terms, a later preference for a different set of conditions does not change the bargain. The difficulty is often earlier in the analysis: did the customer accept this version, at this time, from this contracting entity, through a person with authority?<\/p>\n
Les contrats doivent \u00eatre n\u00e9goci\u00e9s, form\u00e9s et ex\u00e9cut\u00e9s de bonne foi<\/q>, and the provision is mandatory. A French company should not send a price quote under one set of terms, link to a different page after signature, or rely on a hidden update mechanism that makes the customer\u2019s obligations materially different from the version presented. A customer should not accept the service, use the platform and raise an invented language objection only after a payment default. Good faith is assessed through the actual sequence and evidence.<\/p>\n
sous r\u00e9serve des r\u00e8gles imp\u00e9ratives du droit fran\u00e7ais et de l’ordre public international<\/q>. It also held, on the facts before it, that
le choix du droit anglais comme loi r\u00e9gissant les contrats<\/q> did not alone establish that the arbitration clause\u2019s effectiveness was governed by English law. The decision concerned arbitration, not ordinary terms and conditions, but it is a useful warning against treating every clause as if it followed automatically from the governing-law clause.<\/p>\n
B. When French mandatory rules, language obligations and customer status limit the choice<\/h3>\n
soumettre ou de tenter de soumettre l’autre partie \u00e0 des obligations cr\u00e9ant un d\u00e9s\u00e9quilibre significatif dans les droits et obligations des parties<\/q>. The [official decision no. 23-20.225](https:\/\/www.courdecassation.fr\/decision\/67bebe4eab77563075a59388) adds that the assessment requires a concrete analysis of the contract\u2019s overall economy.<\/p>\n
dans un contrat d’adh\u00e9sion, toute clause qui cr\u00e9e un d\u00e9s\u00e9quilibre significatif entre les droits et obligations des parties au contrat est r\u00e9put\u00e9e non \u00e9crite<\/q>. The [official decision no. 20-16.782](https:\/\/www.courdecassation.fr\/decision\/61f0f2377743e3330ccf075c) also distinguishes the Civil Code mechanism from special rules under the Commercial Code and Consumer Code.<\/p>\n
II. How should the company make English terms enforceable and manage a dispute in France?<\/h2>\n
A. How to incorporate the terms, electronic signature and jurisdiction clause<\/h3>\n
B. What to do when the customer disputes the terms, the forum or a mandatory French rule<\/h3>\n
Il en r\u00e9sulte que la clause de comp\u00e9tence et de loi applicable figurant au contrat trouve \u00e0 s’appliquer<\/q>. The court relied on the signed contract, the pages sent with it, the visible wording, the parties\u2019 exchanges and the absence of a credible language objection. This is a fact-specific interim decision, not a rule that English terms always bind a French customer.<\/p>\n
Conclusion<\/h2>\n
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