French B2B Service Agreement Template

No. Under French law, a contract is formed by mutual consent alone (Article 1101, Code civil) and can be concluded orally. However, a written agreement is strongly recommended: it provides proof of scope, price, and deadlines, and is the only way to enforce clauses such as late-payment penalties, extended payment terms, or intellectual property assignments. Without a written contract, you revert to statutory defaults — including a 30-day payment term — and disputes become significantly harder to resolve in court.

The statutory cap is 60 days from the invoice date. Alternatively, parties may agree in writing to 45 days end-of-month (fin de mois — a standard French accounting convention meaning the deadline falls at the end of the calendar month after the 45-day count). These limits are set by Article L441-10 of the Code de commerce. If no payment term is specified, payment falls due 30 days after delivery of goods or completion of the service.

Late-payment penalties accrue automatically from the day after the due date — no formal notice is required. The statutory default rate is the European Central Bank (BCE) refinancing rate plus 10 percentage points (Article L441-10 IV, Code de commerce). Parties may agree a different rate but never below 3× the French legal interest rate (taux d'intérêt légal). A flat recovery indemnity of €40 per unpaid invoice is also compulsory (Article D441-5, Code de commerce). Administrative fines for abusive payment terms can reach €2 million for a legal entity (Article L441-16).

By default under French law, the service provider retains ownership of any creative work produced — ownership does not transfer to the client automatically. The IP clause must specify what is assigned outright or merely licensed, the scope (media types, duration, territory), and when the transfer takes effect — typically upon full payment. Without a clear IP clause, a client may find themselves legally unable to use code, designs, or studies they commissioned and paid for.

Yes, subject to the agreed conditions. Termination for cause typically requires a formal notice to remedy (mise en demeure) that goes unanswered within the agreed timeframe. For open-ended contracts (durée indéterminée), either party may terminate at any time by giving reasonable notice (Article 1211, Code civil). The contract should define the notice period and any exit compensation to avoid uncertainty — particularly important for long-running or high-value engagements.

The core framework — parties, scope, duration, price, payment, IP, confidentiality, liability, termination — applies universally. However, the deliverable description must be tailored to the specific trade: IT development, marketing, construction (BTP), or consulting. A vague scope is the single most common source of B2B disputes in France. For regulated sectors such as financial advice or legal services, additional mandatory provisions may also apply.