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France - Jurisdiction Specific Terms
Last Updated: April 10, 2025
If your Customer Location is in France, then the following provisions (the “France - Jurisdiction Specific Terms”) apply to you and are included as part of the Agreement. In the event of a conflict between the France - Jurisdiction Specific Terms and the terms otherwise set forth in this Agreement, the France - Jurisdiction Specific Terms will control.
1. COMPLIANCE WITH LAWS
The first sentence in the ‘Compliance with Laws’ section of the General Terms is replaced with the following:
“We will comply with all E.U. regulations (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data."
2. PAYMENT AGAINST INVOICE
The following is added to the end of the ‘Payment against Invoice’ section:
“In case of late payment, an indemnity will be payable, in accordance with articles L. 441-1 and -10 of the French Commercial Code. This penalty amount will be three times (3x) the legal late payment interest rate, plus a lump sum of forty (40) euros for recovering costs.”
3. TERMINATION FOR CAUSE
The following is added to the 'Termination for Cause' section:
"Rights of termination provided in this section are not exclusive of other remedies to which you or we may be entitled, including the right to compensation.”
4. LIMITATION OF LIABILITY
The ‘Limitation of Liability’ section set forth in the General Terms of Service is replaced in its entirety with the following:
“TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR (i) YOUR LIABILITY FOR PAYMENT OF FEES, (ii) YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, (iii) OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, (iv) YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND (v) OUR LIABILITY FOR LOSS OR DAMAGE THAT IS CAUSED BY OUR FRAUDULENT ACTION (“DOL”) OR OUR GROSS MISCONDUCT (“FAUTE LOURDE”), IF EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.”
5. GOVERNING LAW AND JURISDICTION
The ‘Contracting Entity; Applicable Law; Additional Terms’ section, including any subsections, of the General Terms is removed and replaced with the following:
“Contracting Entity; Applicable Law; Additional Terms. If your Customer Location is in France, then you are contracting with HubSpot France S.A.S., and this Agreement is governed by the laws of France, without reference to conflicts of law principles.”