France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 3 - Last updated May 16, 2024

Captivea France's general terms and conditions of services (“Terms”)

CAPTIVEA provides consulting, software integration, training, and specific software development services to professionals in the field of business management software and enterprise information systems. These General Terms and Conditions aim to define the conditions for the provision and execution of services, licensing of Software, Add-on Modules, as well as the Software Solution made available to the Client.

PART A - GENERAL PROVISIONS

ARTICLE 1 – DEFINITIONS

In these General Terms and Conditions, each of the expressions mentioned below shall have the meaning given in its definition, as follows:

Client: The legal entity that has entered into a contract with CAPTIVEA.

Contract: The contract consists of the Quote approved by the Client and these General Terms and Conditions. In case of any conflict, the provisions of the Quote take precedence over the General Terms and Conditions.

Quote: CAPTIVEA's commercial proposal describing the services provided, their prices, and, if applicable, the Software or Software Solution licensed, the duration of the licence, and its price.

Specific Developments: Computer developments created by CAPTIVEA in addition to the Software and Add-on Modules to specifically meet the Client’s needs.

Data: Data of any kind, including Users' personal data, collected and processed by the Software, as well as data generated by the Software.

Study: IT consulting services, such as audit, needs analysis, or assistance in drafting specifications.

Publisher: A company that publishes and markets the Software(s), for which CAPTIVEA is a reseller.

Installation: Provision of the Software to the Client by creating one or more user accounts.

Software Integration: Installation service at the Client's location or in hosted mode, of Software or a Software Solution licensed to the Client.

Go-Live: The actual use of the Software by the Client in its work environment, starting from or through the entry of real data, for the completion of actual work.

Add-on Modules: Computer programs developed or distributed by CAPTIVEA, designed to be provided to multiple users for the same application or function, to complement the basic features of the Software, as detailed in the Quote.

Acceptance Testing: Client's validation of the Software Installation, either expressly or tacitly through the Go-Live of the Software.

Software Solution: Software package integrating Software, Add-on Modules, and Specific Developments.

Information System: All hardware, software, applications, databases, and telecommunications networks of the Client.

Services: All services provided by CAPTIVEA, including Analysis, Scoping, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Custom Developments, and any other services related to the Client’s Information System.

User: An individual, acting under the Client’s authority, authorized to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each service engagement is subject to a quotation or prior commercial proposal. Only the prices and information set out in this quotation or commercial proposal are contractually binding, to the exclusion of the prices and information appearing in catalogues, brochures, and on the CAPTIVEA website, which are provided purely for indicative purposes.

The contract is deemed concluded as soon as CAPTIVEA becomes aware that the client has accepted the quotation or commercial proposal, whether by mail sent to CAPTIVEA’s registered office or by email.

In the case of acceptance by email, the contract will only be considered formed as of the date CAPTIVEA sends an acknowledgment of receipt or a confirmation of the client’s email.

Acceptance of the quotation or commercial proposal may also be formalized through a certified electronic signature process (such as Docusign or another certified electronic signature provider) in accordance with Articles 1364 and following of the Civil Code.

Unless expressly stated otherwise in the quotation or commercial proposal, the contract comes into force on the date it is formed.

Once the Contract has been formed, it is irrevocable. However, if the Client unilaterally terminates the Contract, for any reason, all amounts owing under the Contract become immediately due and payable, and the Client must pay them within a maximum of thirty (30) days upon receipt of an invoice.

ARTICLE 3 – DURATION

For Software licences, the Contract takes the form of a subscription, entered into for an initial period of one (1) year from the Software Installation, unless a longer commitment is specified in the Quote.

This Contract is renewable by automatic renewal on expiry for periods of one (1) year, unless either party informs the other of its intention to terminate it by registered mail with acknowledgement of receipt, subject to a minimum notice period of three (3) months before the initial or renewed expiry. Any changes made during this last quarter will incur a fixed management fee of €200 (excluding VAT) per subscription.

The Contract terminates when all the Services have been completed by CAPTIVEA and paid for by the Client. In any case, the Contract terminates on the date of its termination or non-renewal, regardless of the reason.

ARTICLE 4 – ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

In the absence of any specific and written provision on the Quote or commercial proposal, deviating either wholly or partially from these General Terms and Conditions, the Client’s acceptance of a Quote or commercial proposal from CAPTIVEA shall constitute full acceptance of these General Terms and Conditions by the Client, to the exclusion of all other documents issued by the Client, provided that the latter had the opportunity to review these terms.

CAPTIVEA reserves the right to modify these General Terms and Conditions at any time.

The amendments to the General Terms and Conditions will apply to current contracts thirty (30) days after these amendments are sent to the Client by email. If the Client rejects these amendments, they may terminate the Contract by sending a registered letter with acknowledgment of receipt to CAPTIVEA within this notice period. In such a case, the provisions set out in Article 17: Consequences of Contract Termination will apply. 

ARTICLE 5 – PROVISION OF SERVICES 

As part of providing its Services, CAPTIVEA is not bound by any obligation of result. 

CAPTIVEA's liability is governed by the provisions outlined in the relevant section of Part A - Article 8.

Article 5.1 – Definition of Contractual Scope

CAPTIVEA does not commit to a predefined contractual scope but instead undertakes a time-based commitment, with the aim of effectively addressing the Client’s needs. While CAPTIVEA may provide the Client with an overall project estimate for general understanding, this does not constitute a fixed commitment. 

Article 5.2 – Analysis Phase

Before starting to provide Services, CAPTIVEA may propose an analysis phase to define the functional or technical scope, the Client’s specifications, and to ensure compatibility between the Client’s requirements and the selected software solution or Service. This analysis phase will be included in the initial Quote or commercial proposal, with a commitment of resources.

If applicable, the Client agrees that this phase may lead CAPTIVEA to revise the overall estimate and the time commitment required for the Service. 

ARTICLE 6 – CLIENT COMMITMENTS

The Client agrees to actively collaborate in the successful completion of the Services by providing CAPTIVEA, in a timely manner, with accurate and complete information, along with all data and documents required for the progress of the project and compliance with the deadlines set out in the Contract. The Client will promptly notify CAPTIVEA of any factors that may compromise the proper performance of the Services. The Client also agrees to inform CAPTIVEA of any changes relating to the information provided and will be solely responsible for any resulting malfunction.

If the Services selected by the Client are to be performed at the Client’s premises and/or using the Client’s equipment, the Client agrees to ensure that CAPTIVEA has unrestricted access to its premises and/or equipment, and to provide the tools strictly necessary for the proper performance of the Services. 

The Client agrees to comply with all technical prerequisites necessary for the installation and operation of the Software and the Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for information purposes only and may be modified by the software publishers and the providers of the Client’s information system. 

The Client will appoint a person capable of responding to functional and/or technical requests from CAPTIVEA, who will act as the primary contact for CAPTIVEA to monitor the progress of the project and its use after delivery of the Software Solution. 

To provide informed responses to questions from our teams, the designated person must also have received training on the basic functionality of the Software Solution. 

In the event of this person’s absence, the Client will promptly appoint an alternate contact to avoid hindering the progress of the project and will ask CAPTIVEA to provide additional basic training for the new contact. 

Unless otherwise decided by the Client, this designated person will also be the sole point of contact for CAPTIVEA for Support. 

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA undertakes to allocate the time and the necessary human, material, and technical resources required to carry out the Services ordered by the Client, and to perform them in a professional manner and in accordance with industry standards, subject to the Client’s proper fulfilment of its own obligations. 

In the absence of specific provisions, the documentation for the Software or Software Solution and Complementary Modules is the documentation available on the Publisher's website, in English, or in French where available. 

CAPTIVEA also commits to regularly inform the Client of the progress of the Services and of any difficulties of which it becomes aware and their consequences, particularly in terms of time and/or cost, that may result.

ARTICLE 8 – LIABILITY – INSURANCE 

It is expressly agreed between the parties that CAPTIVEA is bound only by an obligation of means. Consequently, CAPTIVEA’s liability may only be incurred in the event of proven fault on its part, as demonstrated by the Client.

It is expressly stipulated that CAPTIVEA cannot be held liable for any indirect damages that the Client may suffer, such as commercial loss, loss of profit, damage to brand image, loss of data, or any other indirect consequences arising from the performance of the Services, or from the use of the Software, the inability to use the Software, or the use of results obtained through the use of the Software. Any action brought against the Client by a third party constitutes indirect damage. 

It is expressly agreed between the parties that CAPTIVEA’s liability, in the event of proven fault, is expressly limited to the total amount paid by the Client under the Contract during the twelve (12) months preceding the occurrence of the damage, including in the event of termination or cancellation of the Contract. 

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain this coverage for the duration of this contract and to provide evidence at the Client's request.

ARTICLE 9 – DEADLINE  

The deadline and delivery dates specified in the Quote or commercial proposal are provided for information purposes only, unless otherwise stated. Consequently, delivery delays attributable to CAPTIVEA shall not give rise to any penalties or compensation, nor justify a price adjustment, cancellation, or rejection of the order by the Client.

If the delay is attributable to the Client (change requests, pending items, etc.) or to a supplier of CAPTIVEA, the delivery date will be rescheduled accordingly, based on CAPTIVEA's availability, with CAPTIVEA not being held responsible for such delay.

If the delay exceeds thirty (30) days after an unsuccessful follow-up, CAPTIVEA reserves the right to terminate the contract, with the Client remaining liable for all invoices and orders placed prior to termination.

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Rates 

The rates for the Services are expressed in euros, net and excluding all taxes and duties. However, if the price of Software Licences is based on a supplier price outside the eurozone, it may be expressed in foreign currencies. In such a case, it will be converted into euros based on the exchange rate applicable on the day the Licence (or its renewal) is billed.

Annual fees for licence management, specified in the Quote or commercial proposal, may apply to the Client.

Article 10.2 – Rate Revision  

CAPTIVEA reserves the right to adjust its prices at any time to reflect changes in the pricing of its own suppliers (the Publisher) or changes in its internal costs. The Client may reject this price adjustment and terminate the Contract without penalty by sending a registered letter with acknowledgment of receipt to CAPTIVEA within thirty (30) days from the date on which CAPTIVEA sent notice of the new rates.  

In the absence of termination within the prior notice, the rate modifications will automatically apply to the ongoing Contract. In case of termination, the provisions of Article 17 apply. 

Article 10.3 – Invoice Delivery 

Invoices are sent in electronic format; however, the Client may request paper format delivery. This request may be subject to administrative fees. 

Article 10.4 – Payment 

Unless otherwise agreed between the parties, the Client undertakes to pay the full amount for the services specified in the quote or commercial proposal upon confirmation of the order. Services provided on a subscription basis are invoiced annually at the start of the subscription period. Unless otherwise agreed between the parties, invoices are payable upon receipt. 

Payment is made by bank transfer or by cheque payable to CAPTIVEA. All bank fees (including rejection fees) charged by a financial intermediary or paid by CAPTIVEA will be invoiced to the Client. 

In the event of a delay in payment, in whole or in part and for any reason whatsoever, a late payment charge will be applied at the contractual rate of 12% per year from the due date, without the need for a formal reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client will also be liable for a fixed recovery fee in the amount of €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may seek additional compensation, supported by evidence. 

For licence renewals, these late payment charges will apply in addition to those applied by the Publisher and will be automatically re-invoiced to the Client (see Part B, Article 2).

Article 10.5 – Realization and Payment of Services 

The Client will receive assistance further to the prior purchase of a “time booklet,” allowing them to acquire a bank of time from CAPTIVEA for the performance of various services detailed in the quote or commercial proposal.

Time booklets are invoiced and payable in full in advance upon receipt of the order, unless otherwise agreed. The validity period of the time booklets is two (2) years from the date of the order. The applicable hourly rate is the one in effect at the time of the order or the time booklet renewal.

All services performed in “Time Booklet” mode, excluding functional support, result in an estimate of the time consumed, according to the procedure indicated in the quote or commercial proposal.

Any requests requiring, according to CAPTIVEA's estimate, a maximum of four (4) hours of work are carried out without prior validation by the Client. Requests are estimated for information purposes and must be validated by the Client beforehand, with the actual time worked being deducted from the time booklet upon completion. For any non-validated request, the qualification time is deducted in real time.

The time spent on a request is deducted in hourly increments of fifteen (15) minutes.

When the contracted time booklet is depleted, if an additional time booklet has not previously been renewed with our services and in order to ensure service continuity for the Client, CAPTIVEA may process all additional or outstanding requests from the Client based on the hourly rate in effect on the day of realisation by our teams (As of 01/01/2022: €150/hour). The invoice will be issued bimonthly and payable upon receipt.

Services provided in “Time Booklet” mode do not include any travel expenses.

To ensure CAPTIVEA's support is provided under the best possible conditions, the Client agrees to hold at least one quarterly meeting of thirty (30) minutes between their CAPTIVEA contact and themselves.

If the Contract is terminated, for any reason, any remaining time balance acquired through time booklets is non‑refundable. 

Article 10.6 - Security deposit clause for monthly invoiced services on a deferred payment basis: 

1. Security deposit for monthly invoiced services: 

For monthly invoiced services, a security deposit will be required from the client.

The security deposit must be at least 100% of the estimated total amount for the month. 

The security deposit may be paid using any method of payment accepted by the company. 

2. Adjustment of the security deposit: 

If the invoiced amount for the month exceeds the initial security deposit, the amount of the security deposit will be adjusted. 

This adjustment is intended to ensure that the security deposit is at least 100% of the total monthly invoice amount. 

3. Billing of the security deposit and regular monthly billing: 

At the beginning of the service period, the security deposit will be invoiced to the client. 

Afterwards, the monthly billing system will come into effect. 

4. At the end of the contract:

Upon termination of the contract, the security deposit will be refunded by allocating service hours equivalent to the initial amount of the guarantee.  

The request for the refund of the deposited guarantee must be initiated within 12 months following the termination to be considered valid. Beyond this period, the request will be deemed void and cannot be accepted. 

ARTICLE 11 – CONFIDENTIALITY

The Parties undertake not to disclose the confidential information of the other party that they may become aware of in the course of performing CAPTIVEA's services and/or for the implementation of these terms. Thus, the Parties commit to strictly observe this confidentiality and not to communicate to anyone any non-public information they may be aware of, both during the term of the contract and after its expiration. In particular, the Customer agrees not to disclose to any third party, all or part of the information gathered on CAPTIVEA's software solutions, and CAPTIVEA undertakes not to disclose the confidential information of the Customer and not to use it for any purpose other than what is strictly necessary for the provision of services to the Customer. The terms and conditions of the relationship between CAPTIVEA and the Customer are considered confidential. Information publicly available at the time of disclosure or that becomes subsequently available without a breach by either Party of its confidentiality obligation or legitimately obtained from a third party without a violation of a confidentiality agreement regarding that information is not considered confidential.

ARTICLE 12 – NON-SOLICITATION

During the entire term of the Contract and for a period of one (1) year from the End of the Contract, for any reason whatsoever, the Customer agrees not to solicit, hire, or engage, directly or indirectly, any employee or former employee of CAPTIVEA during the term of the Contract, whether or not they have participated in the execution of the Contract.

In the event of a breach of this clause, the Customer shall pay CAPTIVEA compensation equal to one year of the gross loaded salary (including employer contributions) of the affected employee.

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the term of the Contract, the Client expressly authorizes CAPTIVEA to refer to them as a client and to reproduce, on its website and in its commercial documents, the logo or brand provided by the Client, ensuring accurate reproduction in accordance with the Client's graphic charter. Similarly, the Client may indicate that they are a client of CAPTIVEA.

ARTICLE 14 – FORCE MAJEURE

The performance of the obligations incumbent upon each party under these terms will be suspended in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code and the case law of the French courts. By express agreement, events considered as force majeure include malfunctions, restrictions, or interruptions of electrical or telecommunication networks, Internet networks, and in particular any breakdowns or interruptions of services at CAPTIVEA’s providers or subcontractors. In such a case, the party affected by the force majeure event will promptly inform the other party in writing of its duration and foreseeable consequences. If the force majeure event exceeds sixty (60) days from the notification referred to above, the affected party will have the right to terminate the Contract automatically and without indemnity, with no further formality required other than sending a registered letter with acknowledgement of receipt to the other party. 

ARTICLE 15 – ASSIGNMENT 

The benefits of the Contract may not be assigned or transferred by the Client to a third party without the prior written consent of CAPTIVEA. However, CAPTIVEA will have the right to assign its rights and obligations under the Contract at any time, provided that the Client is informed. In such a case, CAPTIVEA will be released from any obligation related to the Contract, both for obligations already performed and for those relating to the future performance of the Contract by the assignee. 

ARTICLE 16 – ANTICIPATED TERMINATION 

In the event that either party breaches its material obligations (namely, default in payment or failure by the Client to fulfil its cooperation obligations), and such breach is not remedied within one (1) month after notice of the breach is given by registered letter with acknowledgement of receipt, the other party may terminate the contract automatically by registered letter with acknowledgement of receipt. 

Furthermore, in the event of early termination due to the Client's breach, CAPTIVEA reserves the right to apply a penalty to the Client set at 10% of the price, excluding taxes, of the remaining amounts due, without prejudice to any additional damages that CAPTIVEA may claim to compensate for the loss suffered. 

In the event of unilateral cancellation of the Contract by the Client, the amounts due under the Contract will become immediately payable, and the Client must pay them within a maximum period of thirty (30) days upon presentation of the invoice. 

ARTICLE 17 – CONSEQUENCES OF CONTRACT TERMINATION 

In the event of termination of the Contract, for any reason whatsoever, the Client shall: 

• Immediately cease using the Software, 
• Return to CAPTIVEA all components of the Software, and any copies thereof, within ten (10) days following termination or expiry,
• Settle, within fifteen (15) days, any outstanding amounts owed to CAPTIVEA.

Upon Contract termination, regardless of the cause, the fees accrued for the current contractual period will not be refundable, and the remaining time balance acquired through time packages will not be refundable.

At the end of the Contract, CAPTIVEA undertakes to return to the Client or destroy all items or documents belonging to the Client and of which CAPTIVEA may have become aware in the course of performing the Services, and to retain no copies thereof.

ARTICLE 18 – SEVERABILITY OF CONTRACTUAL PROVISIONS 

Any event affecting, for any reason whatsoever, the existence of a contractual provision, including deletion, impossibility of performance, or invalidation by a court decision, where such provision is severable from the other provisions herein, shall not affect the binding nature of the parties’ performance of the other stipulations in these general terms and conditions. 

ARTICLE 19 – NON-WAIVER 

In the event that either party fails to enforce or claim the application of any provision herein by the other party, such conduct shall not be construed as a waiver of such application and shall not prejudice the respective rights of the parties. 

ARTICLE 20 – APPLICABLE LAW – DISPUTES 

These general terms and conditions are governed by French law. 

In the event of a dispute, and in the absence of an amicable settlement, exclusive jurisdiction is granted to the Commercial Court of Chambéry, notwithstanding multiple defendants or third‑party proceedings, including for urgent or protective measures, in summary proceedings or by petition. 

PART B – SPECIFIC CONDITIONS FOR SOFTWARE LICENSES AND ADDITIONAL MODULES

ARTICLE 1 – ACCEPTANCE OF THE PUBLISHER'S SOFTWARE LICENCE 

Any Software Integration service includes the granting of Software Licences, the number of which is defined in the Contract by the Client. 

The Client must validate the terms of the Software licence with the publisher before ordering the licences through CAPTIVEA. 

The Client agrees to use the Software in accordance with the terms and provisions of the end‑user licence agreement. 

Furthermore, the effectiveness of the Contract is subject to acceptance by the Publisher of the Client's licence order. 

ARTICLE 2 – PUBLISHER'S COMMERCIAL POLICY

The publishers with whom CAPTIVEA is partnered are free to set and amend their commercial policies without notice. 

Accordingly, CAPTIVEA reserves the right to pass on these changes, whatever their nature, to the Client's ongoing Contracts, without notice. 

In particular, but not limited to, CAPTIVEA reserves the right to: 

• Adjust the licence prices in the event of a change in the Publisher's prices, 
• Automatically invoice any late‑payment penalties applied by the publisher in the event of late payment (payment after the start of the invoiced period),
• Terminate Maintenance or Support for versions not supported by the Publisher,
• Terminate the Contract if it no longer meets the eligibility conditions in force as set by the Publisher. 

CAPTIVEA will notify the Client as soon as it becomes aware of this change in commercial policy and will inform them of the effective date of the change or, if applicable, of the termination. This termination does not entitle the Client to any compensation or refund of amounts paid under the Contract by CAPTIVEA.

Furthermore, if the Contract entered into has not yet come into effect, and a change in the Publisher's commercial policy, occurring between the formation of the Contract and its coming into effect, prevents the Contract from being performed, CAPTIVEA may cancel the Contract without cost or compensation.

ARTICLE 3 – DURATION – TERMINATION

Any Licence contract not terminated within the time limits and according to the procedures specified in Article A.3, whether it is a total or partial termination, will be invoiced to the Client, regardless of their actual use of the Software.

ARTICLE 4 – CLIENT'S RESPONSIBILITY  

The Client acknowledges that they have verified the suitability of the Software for their needs. Consequently, CAPTIVEA cannot be held responsible for any inadequacy of the Software it provides for specific objectives that the Client may envisage or pursue. In any case, the use of the Software is under the sole control, direction, and responsibility of the Client. Any use of the results obtained through the implementation of the Software is solely within the competence and responsibility of the Client.

The Client agrees to actively collaborate with CAPTIVEA so that it can fulfill its commitments to Software Publishers or regarding Additional Modules, and so that the Licences can be executed under the conditions specified in the Quote.

ARTICLE 5 – NUMBER OF LICENCES

The Subscription Agreement specifies the number of user seats (resulting in the creation of "accounts"), which determines the amount of Licence fees.

The Client agrees to use the Software or Software Solution for the number of users stated in the Agreement, and in accordance with the definition given in the end-user licence agreement.

In the event of adding, modifying, or deleting user accounts, the Client undertakes to inform CAPTIVEA within 48 hours. The Client acknowledges that deleting an account during the subscription period will not result in any reduction of the applicable subscription amount or any refund of Licence fees already paid. During the three (3) months preceding renewal, administrative fees at a flat rate of two hundred euros (€200) will be charged for any deletion of user accounts.

ARTICLE 6 – PRICE – PAYMENT

The price of Software Licences may be based on a supplier price in currencies other than euros; therefore, the price may be expressed in foreign currencies. In such a case, it will be converted into euros based on the exchange rate applicable on the date of invoicing (or renewal) of the Licence. 

Annual fees for licence management may be charged to the Client.

Unless otherwise specified in the Quote or commercial proposal, Software or Software Solution Licences are payable annually in advance upon presentation of the invoice.

PART C - COMMON CONDITIONS FOR SOFTWARE INTEGRATION SERVICE AND SPECIFIC DEVELOPMENT SERVICE

ARTICLE 1 – BASIC FUNCTIONING

The solution proposed by CAPTIVEA and selected by the Client is based on existing Software or a Software Solution. Requested customizations must be achievable using the features provided as standard by the selected Software Solution (configurations, development tools provided by the system). 

The possibilities, usage, and work methodologies that can be implemented depend on the capabilities of the Software. This allows for better scalability, consistency among different features, and the development of expertise across the entire system. 

Additionally, the Client understands and agrees that the presentation of information, data lists, and other elements of the user interface on the screens will remain as provided as standard by the Software or Software Solution. 

If applicable, document generation will be based on the customization options offered by the software, drawing inspiration, where possible, from the documents provided by the Client (logo, colour codes).

ARTICLE 2 – DATA MIGRATION 

If included in the contract, data migration services from the old software involve importing data by implementing a simple column-matching script from the file provided by the Client to the database of the new Software Solution. 

The extraction of data from the old system and its transfer to our teams will be the responsibility of the Client, in the form of flat files that can be used with standard office software (Microsoft Office) or a MySQL relational database. 

Unless otherwise specified in the Quote, data migration services do not include any data cleaning, qualification, modification, deduplication, or formatting phase. It is the Client’s responsibility to provide a complete, clean data file containing correctly formatted information that is ready to be inserted into the new software. 

The Client understands and accepts that in cases where incorrect or incomplete data files are delivered to CAPTIVEA for migration, data migration services will be billed again by CAPTIVEA to account for the additional workload of analysis and implementation. 

ARTICLE 3 – PRELIMINARY TESTING 

The Client may request that tests be carried out prior to the installation of the Software or Software Solution. This service will be specified in the Quote. 

If applicable, tests will be conducted and performed by CAPTIVEA internally under normal usage conditions to ensure the proper functioning of the Software Solution as set out in the Commercial Proposal. 

CAPTIVEA undertakes to correct any anomalies and failures identified during these tests, taking the necessary time for this task within a time log previously approved by the Client. 

ARTICLE 4 – SOFTWARE OR SOFTWARE SOLUTION DELIVERY 

If the Client chooses to install the Software or Software Solution themselves, they must have made any necessary adjustments to accommodate the Software or Software Solution within their information system, in accordance with the specifications and/or hardware and software technical prerequisites indicated by the Editors (on their websites). 

If this installation is carried out by CAPTIVEA, the Client must also have complied with additional prerequisites communicated by CAPTIVEA. 

In all cases, the Client must first make any necessary adjustments to establish links and gateways with other business applications in the Information System (Telephony Server, Document Management System, ERP, CRM, Internal Database, etc.).

ARTICLE 5 – DELIVERY AND INSTALLATION – ACCEPTANCE TEST

The delivery and installation of the Software Solution will take place in accordance with the terms specified in the Contract. 

Upon delivery by CAPTIVEA, the Client will verify that the Software Solution complies with the needs they have expressed. 

ARTICLE 6 – SUSPENSION OF SERVICES

In the event that the Client fails in their obligation to collaborate by neglecting to respond promptly to CAPTIVEA's requests for the proper execution of the Services, CAPTIVEA may, after a final written request to the Client to provide the requested elements within a maximum period of 30 days without response, decide to immediately suspend the Contract.

This suspension will take effect on the date it is notified to the Client and will remain in effect until the requested elements or information are provided. If the Client does not respond within three (3) months from the notification of the suspension, CAPTIVEA may terminate the Contract without further notice. The provisions of Article A.16, paragraph 2, shall apply.

ARTICLE 7 – INTELLECTUAL PROPERTY

When the Contract involves providing the Client with access to software or additional modules published by a Publisher, the Client is granted the right to use this software or these additional modules within the limits and conditions of the end-user licence agreement proposed by the Publisher, with ownership of said software and modules remaining with the Publisher.

When the scope of the service includes additional modules (developed by CAPTIVEA) or the creation of specific developments, unless otherwise specified in the Quote, these remain the intellectual property of CAPTIVEA. These General Conditions do not, under any circumstances, entail the transfer of exploitation rights to the Client. 

Hereby, CAPTIVEA grants the Client a personal, non-transferable, and non-exclusive licence to use the additional modules and specific developments solely for the operation of the Software Solution, for the authorized number of user stations, and subject to the payment of the licences as defined in the Contract. 

Therefore, the Client refrains from making any modifications, distribution, adaptation, or commercial exploitation of the Software Solution, including the additional modules and specific developments created by CAPTIVEA. 

In the event that the rights to specific developments have been transferred to the Client, this transfer will only take effect on the day of the complete payment by the Client for these developments. Furthermore, CAPTIVEA reserves the right to use the knowledge gained from the studies and/or developments entrusted to it by the Client and to carry out developments for third parties, based on elements similar to those developed at the Client's request. In any case, CAPTIVEA remains the sole owner of the methods, tools, and know-how used in the context of its services. 

ARTICLE 8 – SERVICE WARRANTY

CAPTIVEA does not guarantee that the Software or Software Solution is free of defects. CAPTIVEA also offers a maintenance contract, which may be in the form of a time package, covering the core of the Software or Software Solution. 

The Client will notify CAPTIVEA of the existence of a failure by submitting a request within CAPTIVEA's Client space, to which access will have been provided to the Client's designated contact person. Depending on the information received and the details it contains, CAPTIVEA may:

• Provide the Client, by email or phone, with a solution to remedy the failure;
• Conduct a remote reproduction test with the Client;
• Report the failure to the Publisher when it concerns the Software and the Client has an ongoing maintenance contract;
• Decide on any other solution deemed appropriate under the circumstances.

The costs incurred by implementing this warranty will be solely borne by the Client. If the Client does not wish to engage CAPTIVEA, a request can be escalated to the Publisher's support according to the terms and conditions of the maintenance contract subscribed to in the Quote with the Software Solution Publisher. In the event that the Client's request requires intervention by the Publisher, it will be processed under the conditions and deadlines specified by the Publisher at the end of its own warranty. In particular, it may require the installation of a patch or an update to the Software Solution, recommended by the Publisher.

PART D - SPECIFIC CONDITIONS FOR MAINTENANCE AND SUPPORT

ARTICLE 1 – DEFINITIONS 

Non-blocking Anomaly: any minor or major operational anomaly allowing the partial or complete use of functionalities, even if it requires a workaround procedure. 

Blocking Anomaly: any operational anomaly making it impossible to use all or part of the functionalities of the Software. 

Corrective Maintenance: correction of major and minor anomalies in the Software or Software Solution. 

Support: assistance in using the Software or Software Solution. 

Publisher Maintenance: management of the interface with Software Publishers in case of anomalies in the core of the software.

ARTICLE 2 – CORRECTIVE MAINTENANCE AND SUPPORT

The Client may subscribe to a Maintenance Contract, which will be formalized with a time log, starting from the date indicated in said log. CAPTIVEA will provide Corrective Maintenance services for the Software or Software Solution, as well as Support in accordance with the procedure outlined in Article 3. 

CAPTIVEA may, at its discretion, propose workaround solutions, correct non-blocking issues by sending patches, or escalate a request to the Publisher’s support in accordance with the terms and conditions of the contract subscribed to in the Quote or commercial proposal with the Publisher of the Software Solution.

If the Client’s request requires intervention by the Publisher, it will be handled under the conditions and within the time frames provided by the Publisher at the end of its own warranty. In particular, it may require the installation of a patch or an update to the Software or Software Solution as recommended by the Publisher.

CAPTIVEA cannot be held responsible for a response deemed late to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, as long as it has implemented all necessary means, especially with the Publisher of the Software concerned, to resolve this malfunction.

ARTICLE 3 – PROCEDURE

Requests for Support and Corrective Maintenance must be submitted exclusively through the CAPTIVEA technical platform, in the Client’s personal space. Requests must be centralized and submitted only by the technical contact specified in paragraph A - Article 6.

Requests are received and processed Monday to Friday from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 5:00 p.m., excluding statutory holidays and periods of company closure, or as otherwise specifically agreed between the parties. They will be prioritized and processed by CAPTIVEA based on their level of urgency.

ARTICLE 4 – EVOLVING MAINTENANCE

Considering the services already performed to adapt the software to the Client’s needs, it is expressly stated that updates and upgrades of the Software are not included in Corrective Maintenance or the Warranty. Any installation of an update or upgrade will result in a separate Service being invoiced.

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from any liability with respect to its maintenance and support obligations for issues resulting from:

• Inadequacy of User Workstation specifications, including memory capacity, disk space, or any computer peripheral essential for the proper functioning of the Software, as specified in the contract. 
• Malfunctions related to third-party software (other than the Software) installed on User Workstations. 
• Breakdown or issues resulting from any intervention or manipulation carried out by the Client and/or a third party on the Workstations that would compromise the proper functioning of the Software. 
• In general, any intervention by a third party not authorized by CAPTIVEA on the Software or Solution.