The Proposal shall be governed by these Rapid.Space Terms and Conditions (hereinafter called the "RSTC"). 

The Proposal and any form of quotation howsoever made by Rapid.Space is subject to modification and withdrawal through a notification of Rapid.Space to the Buyer at any time until any Contract or Order arising from it has been agreed in writing by both the Buyer's and Rapid.Space's duly empowered representatives. Unless withdrawn or modified by Rapid.Space, the Proposal shall be valid for a period of one (1) month starting from the date of its issuance or any other period specified in the Proposal.

For the interpretation of these RSTC, whenever used in these RSTC (in singular or plural form), the words listed below shall have the meaning respectively ascribed to them as follows:

  • Contract shall mean any contract to be entered into by the Buyer and Rapid.Space and resulting from this Proposal.
  • Order shall mean any order for the purchase of the Product / Software and Services sent by the Buyer to Rapid.Space resulting from this Proposal and which has been accepted in writing by Rapid.Space.
  • Rapid.Space Technology shall mean any Software or Hardware, developed or designed by Rapid.Space, and all documentation and Updates provided by Rapid.Space
  • Product shall mean the Hardware (including any computer program embedded into the Product) embedding Rapid.Space Technology, and the associated documentation described in the Proposal.
  • Software shall mean the computer program(s) embedding Rapid.Space Technology, associated with its license, and related documentation as described in this Proposal, if any.
  • Rapid.Space shall mean the Seller referred to in the commercial part of the Proposal.
  • Seller shall mean any person or company exchanging a good or a service in return for a payment, in this Proposal, Rapid.Space.
  • Buyer shall mean any person, company or entity, public or private, interested in the purchase of the Product / Software and Services from Rapid.Space on the basis of the Proposal.
  • Party shall mean either Rapid.Space or the Buyer.
  • Parties shall mean collectively Rapid.Space and the Buyer.
  • Dispute shall mean any dispute, controversy or claim arising out of or in connection with a Proposal and / or the Contract / Order.
  • Services shall mean the services provided herein, in addition to the delivery of the Product / Software as described in the Proposal by Rapid.Space or third-party providers
  • Information shall mean all information received from Rapid.Space in the framework of the Proposal and the resulting Contract / Order. 
  • License Certificate shall mean the document containing information specific to the Product / Software, such as the type and quantities.
  • Proposal shall mean all the documents (and any revision and/or amendment thereof), including without limitation commercial, technical, and financial documents, sent by Rapid.Space to the Buyer together with these RSTC.



License certificate

For each non open source software license paid by the Buyer to use the Product / Software, Rapid.Space will provide to the Buyer a License Certificate, which may be provided either with the Product / Software or separately by software publisher or its authorized distributor/reseller. 

Unless otherwise agreed, one license gives the right to use only one instance of the Software at a time.

The license granted in this Section 2  "Software & License" shall be effective concomitantly with the effectiveness of the Contract / Order as stipulated in Section 19 "Representations and Warranties" of these RSTC. The completion or the termination of the Contract / Order shall not relieve the Buyer from its obligations under this Section 2.

Software License (Amarisoft)

With reference to the Amarisoft technologies used in Rapid.Space RAN products, Rapid.Space grants the Buyer an irrevocable, perpetual, non-exclusive, worldwide and non-transferable right to use, exploit, incorporate, embed, distribute and display, under the terms set forth herein, the Amarisoft Technology inside, and only inside, RAN hardware sold or approved by Rapid.Space.

The Software shall be supplied to the Buyer in object code only and in its latest available version, unless otherwise stated in the Proposal or agreed upon between the Parties.

In the event that the license is terminated as a result of a breach by the Buyer, then the Buyer agrees to remove the Software from its machines and return, at its expense, or, if required, destroy the Software, back-up copies, associated documentation and information relating to the Software.

In the event that the Buyer needs further advice, assistance or information to achieve interoperability not warranted under the Contract / Order, then the Buyer should contact Amarisoft. If Amarisoft supplies the Buyer with such information, then the Buyer agrees that it will only use that information for the purpose of achieving interoperability to the exclusion of all others unless otherwise notified and agreed in writing.

Notwithstanding the provisions contained herein, it is understood that, with respect to commercial off the shelf (COTS) Software, the original supplier’s licence shall apply to the Buyer.

Software License (Open Source)

The Buyer must comply with each license of each open source software.

Software License (Other)

Subject to these RSTC, Rapid.Space hereby grants to the Buyer a non-exclusive, non-transferable, non-assignable and irrevocable licence to use the Software only with the hardware or Product for which such Software has been acquired according to the technical part of the Proposal and/or Contract / Order. This licence shall not be construed, deemed or interpreted as giving or have given the Buyer any proprietary right in said Software.


Rapid.Space shall not be bound in any way whatsoever until a Contract / Order has not been signed / approved by a duly empowered representative of Rapid.Space.

These RSTC shall apply to any Contract / Order resulting from this Proposal unless otherwise expressly agreed in writing by Rapid.Space, and are exclusive of the Buyer’s own general conditions of purchase and of any other document issued by the Buyer.

The governing language of any Contract / Order shall be the English language.



Prices refer only to such Product / Software and Services as specified in the Proposal.

The prices are fixed and firm during the period of validity of the Proposal. All prices are referenced and are displayed on 

The prices of the Product / Software are stated for delivery of Product / Software as per the Incoterm mentioned in the commercial part of the Proposal (International Chamber of Commerce Incoterms - 2020 Edition – ICC Publication n°723).

The prices of the Services are stated for Services to be performed in accordance with the provisions of these RSTC.

Prices have been computed free of VAT (Value Added Tax) in France and free of any tax, duty or any other charges outside France which will be at the exclusive charge of the Buyer as specified in Section 15 of these RSTC.


Payment domiciliation

All payments shall be made free of any deduction whatsoever in favor of Rapid.Space on its bank account mentioned in the commercial part of the Proposal or in the invoice sent by Rapid.Space.


Accounting, invoicing and payment currency shall be the EURO (EUR), unless otherwise stipulated in the commercial part of the Proposal.

Conditions of payment

Unless otherwise stipulated in the commercial part of the Proposal, the payments shall be made according to the following terms:

A hundred percent advanced payment (100%) of the total Contract / Order amount shall be due and paid to Rapid.Space by bank transfer on Rapid.Space bank account within thirty (30) calendar days from the date of signature of the Contract / Order’s effectiveness as stipulated in Section 18, against remittance to the Buyer of commercial invoice for same amount.


The Buyer undertakes that the Product / Software will not be exported to any destination restricted or prohibited by applicable export control laws and/or regulations, without authorization from the appropriate governmental authorities.


Delivery shall be performed DAP (Delivered-at-place) as per the Incoterm 2020 and to the place of destination stated in the Proposal, after 100% (hundred percent) advanced payment as for Section 4.2.3 "Conditions of payment".


Risk in the Product / Software shall pass to the Buyer in accordance with the Incoterm elected for delivery thereof. Ownership to the Product / Software shall be transferred to the Buyer upon transfer of risks or, in case of DAP (Delivered at place), upon hand-over to the first carrier. There is no transfer of title Ownership with respect to the Software.


Nexedi Stack

As long as one intends to develop Free Software based on Nexedi stack (, no license cost is involved. Developing proprietary software based on Nexedi stack may require a proprietary exception license. Rebranding Nexedi stack is prohibited unless rebranding license is acquired.

Through this licensing approach, Nexedi expects to encourage Free Software development without restrictions and at the same time create a framework for proprietary software to contribute to the long term sustainability of the Nexedi stack.

Amarisoft license

Rapid.Space Radio Accesss Network (RAN) products may rely on non open source software created by Amarisoft. Rapid.Space grants to the Buyer a non-exclusive, non-transferable, non-assignable and irrevocable third-party license to use Amarisoft Software only with the hardware or Product for which such Software has been acquired according to the technical part of the Proposal and/or Contract / Order. This licence shall not be construed, deemed or interpreted as giving or have given the Buyer any proprietary right in said Software. 


Rapid.Space will not provide any installation, maintenance service, training or other services to the Buyer, except those expressly provided herein in this RSTC. Such services, if available, must be purchased separately and subject to a specific agreement.


Rapid.Space may provide to the Buyer a new software release, including error corrections, updates, upgrades or other modifications for the Product / Software; such release will be deemed part of the Product / Software, and subject to the terms of these Terms and Conditions, unless the modification is expressly provided in the field of a separate agreement.

Rapid.Space products can be managed on Rapid.Space's cloud by default. However, if the Buyer wants to manage the product without panel, the Buyer will need to purchase a third-party NMS and pay an additional fee to have it deployed on the Rapid.Space infrastructure.

Rapid.Space keeps the right at any time not to release or to discontinue release of any Product / Software and to update prices, features, specifications, capabilities, functions, license terms, release dates, general availability or other characteristics of any future version of the Product / Software.

Support extension (default)

Rapid.Space provides no support and offers no warranty for the Product or Service.

Support extension (Amarisoft)

Unless otherwise indicated, Amarisoft License included in Rapid.Space VRAN products includes a one-year email support and update period.

The Buyer may subscribe to an additional support and update period, at the latest within the four months following the expiry date of the initial purchase. The Buyer can renew subscription to this extension every year, with the same four-month deadline. The extended support and update period starts on the day after the initial or previous expiry date.

Once this four-month deadline is over, an extra administrative reactivation fee is invoiced in addition to the extension cost. The extended support and update period starts when payment of the corresponding invoice is received.


Warranty on Product

Rapid.Space's warranty on the Product covers defects in workmanship or material which prevent the Product from meeting the Contract / Order specifications. Unless otherwise stated in the Proposal, such warranty shall not exceed a period of twelve (12) months .

This warranty shall not apply to consumable and expendable items (such as batteries, fuses...) and to defects arising from or connected with Buyer’s failure to operate or maintain the Product in accordance with Rapid.Space’s specifications and documentation  and generally with standard practices of Product operations and shall not be applicable to defects arising from or connected with (i) any combinations of the Product with products not approved by Rapid.Space (ii) or any modification of the Product performed by the Buyer or a third-party non-authorized by Rapid.Space (iii) or any accident of the Product (iv) or normal wear and tear (v) or improper handling, storage, installation and/or maintenance by the Buyer or a third-party non-authorized by Rapid.Space (vi) or inadequate powering.

The warranty shall be limited to the replacement or repair by Rapid.Space, at its choice, of the defective Product and redelivery of repaired or replaced Product in accordance with the initial delivery conditions provided that (i) the defect has been reported to Rapid.Space within fifteen (15) calendar days from discovery thereof, and (ii) that the alleged defective Product has been returned to Rapid.Space at the Buyer’s risks and costs, and (iii) that the alleged defective Product has been effectively found defective in Rapid.Space’s factory. Repaired or replaced Product shall be warranted for the remaining warranty period only.

Warranty on Software

For a period of three (3) months from the date of delivery of the Software, Rapid.Space will, in the event that said Software supplied by Rapid.Space under the Contract / Order does not meet the technical and operational specifications stated in the Contract / Order and prevents the operational use of the Product or of the product to which such Software is dedicated, correct such major deficiencies which are reproducible and which are detected by the Buyer when the product is started up.

The warranty shall be valid provided that (i) the Buyer gives written notification to Rapid.Space of the defect within fifteen (15) calendar days from detection thereof, that (ii) the Software has not been modified by the Buyer or any third party unless with Rapid.Space's prior written approval, and (iii) the Software has been used by the Buyer in accordance with its intended use as stated in the Contract / Order and Rapid.Space’s.

After the above mentioned warranty period, Rapid.Space may correct anomalies of the Software on the basis of a mutually agreed maintenance contract.

General provisions

For part(s) or component(s) of the Product / Software supplied but not designed or manufactured by Rapid.Space, Rapid.Space shall use its best efforts to obtain the best warranty from its suppliers for such parts or components and further agrees to pass the benefit of such warranty to the Buyer.

Except as otherwise stated in the Proposal, transportation and insurance costs for defective parts returned to Rapid.Space shall be at the Buyer’s charge and transportation and insurance costs for parts replaced or repaired by Rapid.Space shall be at Rapid.Space’s charge.

The warranty obligations of Rapid.Space and the rights and remedies of the Buyer in this Section 10 are exclusive and in lieu of, and the Buyer hereby expressly waives any other warranties, obligations, rights or remedies whether express or implied arising by law or otherwise with respect to any defects in or failures of the Product / Software.


Rapid.Space shall not be liable for any failure to perform or delay in the performance of any contractual obligations if the performance of the same is, partly or wholly, delayed, prevented or hindered by an event of force majeure.

Any event shall be considered as an event of force majeure for which the causes are beyond the reasonable control of Rapid.Space, such as but not limited to, fires, gales, floods, earthquakes, explosions, accidents, strikes and/or industrial conflicts, hostilities, riots, war (whether or not declared), rebellions, sabotage, acts of public enemy, civil commotion, epidemics, quarantines, shortage in supplies from normally reliable sources (including without limitation electricity, water, fuel and the like), embargo, governmental decision, act or omission (e.g. delay or failure to issue, or restriction, suspension or withdrawal of any license, permit or authorization), Acts of God, delay from a subcontractor caused by an event of force majeure as defined herein.

The occurrence of an event of force majeure shall automatically suspend the performance of the Contract / Order and the time schedule of the Contract / Order shall be postponed for the period necessary to overcome the effects of the force majeure event but not less than the duration of the force majeure event.

However, if the performance in whole or part of any Rapid.Space obligation under the Contract / Order is delayed by reason of force majeure for a period exceeding six (6) continuous months, either Party may terminate the Contract / Order or any part thereof in accordance with Section 16 "Termination" of these RSTC ; the Parties then will try to establish by mutual agreement a liquidation settlement. Failure to reach such an agreement shall be deemed as a dispute and settled in accordance with Section 17 "Applicable law and settlement of disputes" of these RSTC.

Termination shall not affect debts already payable between the Parties, in particular for the Product / Software and Services under production / performance prior to the date of termination.


Rapid.Space shall not be liable under any circumstances to the Buyer, employees, successors and assignees, for any special, consequential, indirect, punitive and incidental damage of whatsoever kind or nature, including without limitation, any losses, costs, damages, loss of revenue or profit, incurred or suffered by the Buyer or any third party as a result of or arising out of any lack or loss of use of the Product / Software or part thereof or any other property for any reason whatsoever.

The total and cumulative liability of Rapid.Space arising out of or in connection with the Contract / Order, from any cause whatsoever, shall in no event exceed twenty per cent (20%) of the Contract / Order price.


Any and all information and data contained in any document or support of information supplied by Rapid.Space to the Buyer under the Proposal or in connection with the Contract / Order shall remain Rapid.Space's exclusive property along with all intellectual property rights and copyright attached thereto.

Unless specified otherwise for open source content, the Buyer shall not make any use of the Information other than for the purpose of making an internal evaluation of the Proposal or, as the case may be, installing, operating and/or maintaining the Product / Software in case of Contract / Order awarded.

Rapid.Space retains and shall retain full ownership of all inventions, designs and processes made or developed before or during: the preparation and negotiation of the Proposal as well as the course of performance of any Contract / Order resulting there from.

"Rapid.Space" is a registered trademark of Rapid.Space International SAS. Any use of the Rapid.Space trademark or logo is prohibited, unless for commercial advertisements and partnerships.


Unless specified otherwise for open source content, the Buyer shall keep all Information received from Rapid.Space in the framework of the Proposal and the resulting Contract / Order in strict confidence and shall not disclose any part of the Information to any person other than its employees who need to know such Information for the purposes making an internal evaluation of the Proposal or, as the case may be, installing, operating and/or maintaining the Product / Software under the Contract / Order. Any other disclosure shall be subject to Rapid.Space's prior written approval. Such commitment shall remain valid for a period of five (5) years from the date of issuance of the Proposal and, in case a Contract / Order is entered into by the Parties, during the performance of such Contract / Order and for a period of five (5) years from the date of expiration of the last obligation under the said Contract / Order or termination of the same.


All taxes, levies, duties and other charges of any nature, applicable or to become applicable in France for the performance of the Contract / Order, shall be entirely borne by Rapid.Space, except for French VAT, Buyer’s corporate income tax and Buyer’s employees income tax, which if applicable shall be borne by the Buyer in addition to the prices.

All taxes, levies, duties and other charges of any nature, applicable or to become applicable outside France for the performance of the Contract / Order, shall be entirely borne by the Buyer in addition to the prices.

If the Buyer resides outside of France and unless specified otherwise in the Contract / Order, the Buyer, as the importer of the record,, shall carry out all import customs clearance formalities and shall pay directly to the relevant authority all taxes, levies, duties and other charges due upon the importation in addition to the prices.

If any payment by the Buyer is subject to withholding tax, the Buyer agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount, as is necessary to ensure that Rapid.Space receives the same amount it would have received if there had been no withholding.

Should Rapid.Space be obliged to pay any taxes, levies duties and other charges of any nature applicable or to become applicable outside France, the Buyer shall refund the same to Rapid.Space within thirty (30) calendar days of receipt of the request for payment. Should such refund be prevented by local legislation, Rapid.Space shall reserve the right to increase the prices of the Contract / Order to cover the tax load actually borne.

Provisions of this Section 15 shall survive the completion of any obligation under the Contract / Order or expiration or termination of the Contract / Order.


The Contract / Order may be partly or wholly terminated by either Party, with respect to the uncompleted part thereof only, by operation of law and without demand in the sole following cases:

(i) Material default of the other Party in any of its obligations under the Contract / Order when such default remains unremedied for a period of three (3) months after written notice to remedy by the non-defaulting Party; or

(ii) Declared bankruptcy or insolvency of the other Party, or the filing of a petition in bankruptcy or insolvency of such other Party, or any financial incapability of the other Party to perform its obligations hereunder; or

(iii) Force majeure event for a continuous period exceeding six (6) months as provided in clause 11 of these RSTC.

Termination shall not prevent or delay the payment of any sum due or to be due by the Buyer, and shall not affect either Party’s right to arbitration as per clause 17 of these RSTC.


Rapid.Space's products may include third-party or opt-in services. In case a Service is provided by a third-party, the use of this Service is subject to the respective Providers own terms and conditions. Services provided by Rapid.Space are subject to these RSTC.

Rapid.Space will ensure seamless integration of its own opt-in services. For Third-Party services, Rapid.Space  shall bear no responsibility for the functionality, performance and/or availability of these third-party services. Rapid.Space shall not either be held liable for any issues, damages, or losses arising from your use of third-party services. 

Rapid.Space reserves the right to modify, suspend, or permanently terminate access to its own opt-in or any third-party Service integrated into its products, without prior notice to the Buyer.


Any Proposal and any ensuing Contract / Order shall be governed and interpreted in accordance with the French laws with the exclusion of their conflict of laws provisions.

In the event of a Dispute, the Parties shall in the first instance do their best efforts to settle such Dispute amicably through escalation of such Dispute within their respective organization.

For a Dispute which the Parties are unable to settle amicably between themselves within thirty (30) calendar days according to the foregoing, the Parties agree to submit the said Dispute to settlement proceedings under the International Chamber of Commerce Alternative Disputes Resolution (“ADR”) rules.

If the Dispute has not been settled within a period of forty-five (45) calendar days or any other period agreed upon following the filing of a request for ADR pursuant to the said ADR rules, such Dispute shall be finally settled by arbitration. The arbitration shall be held in Lille (France) in accordance with the Rules of Arbitration of the Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. 

At each of the above-described steps, the proceedings shall be conducted in the English language.


Should a Contract / Order result from a Proposal, said Contract / Order shall become effective on the date upon which, after the Contract signature by the Parties / acceptance by Rapid.Space of the Order, the following conditions shall be fulfilled:

receipt by Rapid.Space of the payment referred to in Section 4.2 of these RSTC;

In case where the above-mentioned conditions would not be fulfilled within a period of three (3) months computed from the date of signature of the Contract / Order by Rapid.Space, said Contract / Order shall automatically be deemed null and void and of no further effect.


Each Party represents and warrants towards the other Party:

  • that its directors, officers, employees or agents do not hold any legislative, administrative or judicial office or exercise any public function, or any function in a public corporation, in a state / government controlled entity, or a government agency, or is a public official or agent of an international public organization.
  • that it has carried out (and has caused its officers, employees and subcontractors, if any, to proceed as well with) all the formalities required by applicable rules and regulations to exercise its activities and is not under any prohibition or incapacity of whatever nature, either temporary or definitive, including but not limited to those provided for by applicable rules and regulations.
  • that it expressly acknowledges that it shall comply and cause its employees, officers and sub-contractors (if any) to comply with the provisions of the OECD Convention dated December 17th, 1997 on Combating Bribery of Foreign Public.
  • Before or upon the signing of the Contract/Order, officials involved in International Business Transactions and those associated with the United Nations Merida Convention dated December 11, 2003, along with any relevant anti-corruption laws, including but not limited to the French anti-corruption law on Transparency, Fight Against Corruption And Modernization Of The Economy (known as the “Sapin II law”), commit (on behalf of themselves, their officers, and employees) to adhere to these regulations."
  • that it shall neither allow the occurrence of anything which could cause the other Party, its shareholders, officers or employees to be in breach of the laws, regulations and ethical business practices referred to herein nor infringe the applicable laws, regulations, policies and ethical business practices,
  • that it shall neither create nor be implicated nor participate in the creating of any act or deed or situation whatsoever which could render the other Party, its shareholders, officers or employees liable in any manner or way under applicable laws, regulations, policies and ethical business practices or which could lead to proceedings or any legal or administrative action being brought or taken against the other Party, its shareholders, officers or employees.
  • that It has the legal right and capacity, powers and authority to execute, deliver and perform its obligations as set forth in this Agreement  and that no provision of any existing contract, agreement or instrument binding on it has been or would be contravened by the execution of this Agreement, or by its performance or observance of any of the terms hereof.
  • that all consents, approvals, licenses and authorizations of, and all filings and registrations with, any governmental or statutory agency or authority necessary for the proper execution, delivery, performance of its activities have been obtained or effected and are and shall remain in full force and effect as long as necessary.




After entering into these RSTC, and for the period of three (3) years thereafter, Rapid.Space or any accredited auditors will have the right to conduct an audit of the Buyer records and computer systems to validate that the Buyer has paid to Rapid.Space the amount in accordance with the Product and Software licenses in use, accordingly with this RSTC.

Any audit will be conducted during regular business hours, with reasonable notice. The Buyer agrees to provide to the audit team an access to the relevant records and facilities and to provide reasonable assistance to Rapid.Space in connection with this provision. The Buyer agrees to support the expenses linked with the audit if any fault for under nonpayment of Licenses Fees to the Seller are pointed out during the audit procedure.

Hazardous uses

In case of use of the Product / Software in connection with any system requiring fail-safe performance such as the operation of nuclear power facilities, air traffic control or navigation systems, weapons control systems, life support systems, or any other system whose failure could lead to injury, death, negative consequences, environmental damage or mass destruction, the Buyer will be solely responsible of any expense, loss, injury or damage caused by the use of such Product / Software, and Rapid.Space will in any case not be liable.

Enforcement of provisions

The failure of either Party to exercise any of its rights under those RSTC for a breach or a default thereof by the other Party shall not be construed as a waiver of any subsequent breach or default, nor shall any delay or omission on the part of either Party to exercise or avail itself any right that it may have hereunder operate as a waiver of such right, unless it is in writing signed by the Party waiving such rights or unless otherwise expressly stated under this Agreement 

Entire Agreement Amendment 

This Proposal set forth the entire RSTC between the Parties and supersedes prior Proposals, agreements  and representations between them, whether written or oral. Louis: not sure what to do here 


The Buyer is not allowed to transfer the Product, assign these RSTC or assign any of your rights or delegate any of your obligations under these RSTC, by operation of law or otherwise (including by merger, sale of assets or consolidation), without Rapid.Space's prior written consent. Any attempted assignment in violation of this Section 20.5 will be void.


If any of the provisions of this Agreements  is found by a competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreements  and the remaining provisions of this Agreements shall not be affected thereby and shall continue to be in full force and effect.