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GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea Software Consulting Pvt.LTD - Version 3

Last updated: 02 September 2025  

CAPTIVEA provides consulting services, software integration, training and bespoke software development to professionals in the field of management software and corporate information systems. These General Terms and Conditions are intended to define the terms for the supply and performance of services, the grant of Software Licences, Add-On Modules and the Software Solution made available to the Client.


1.SCOPE

These terms and conditions of service (hereinafter the “Terms”) are the sole terms governing the provision of services by Captivea (hereinafter the “Service Provider”) to the Client (hereinafter the “Client”) (the Service Provider and the Client are together the “Parties”).

The Order Confirmation and these Terms (collectively, the “Agreement”) constitute the entire agreement between the Parties and prevail over any prior or contemporaneous agreements, whether written or oral.

Any general terms and conditions of the Client are expressly excluded unless expressly accepted in writing by the Service Provider.


2.Services

The Service Provider shall provide the Services described in the Order Confirmation (the “Services”) in accordance with these Terms and the Order Confirmation. Deliverables, specifications, SLAs and any technical annexes are those set out in the Order Confirmation.


3.SCHEDULED DATES

The Service Provider will use reasonable endeavours to meet the performance dates specified in the Order Confirmation. Such dates are indicative unless expressly stated to be fixed.

If delay is attributable to the Client (including failure to provide information, access or approvals), the deadlines shall be extended and the Service Provider may invoice any additional costs.


4.CLIENT OBLIGATIONS

The Client shall:

  1. cooperate with the Service Provider and provide access, premises, resources and information reasonably requested;
  2. respond promptly to requests for instructions, validations and approvals;
  3. provide complete and accurate materials and data;
  4. obtain and maintain any licences, consents and compliances required prior to commencement of the Services.

If the Service Provider acquires licences on behalf of the Client, the Client shall reimburse the costs thereof and accept any price adjustments applied by the Software Vendor.

The Client undertakes to actively cooperate with CAPTIVEA so that CAPTIVEA may fulfil its commitments towards Software Vendors or Add-On Module Providers, and so that the Licences can be executed under the conditions set forth in the Order Confirmation.


5.ACTIONS OR OMISSIONS OF THE CLIENT

If performance is prevented or delayed by any action or omission of the Client (or its subcontractors), CAPTIVEA shall not be in default and may invoice additional costs and/or extend timeframes.


6.FINANCIAL TERMS

6.1. General provisions

The Client shall pay the fees set out in the Order Confirmation. 
Fees are payable in accordance with the deadlines stated; if no deadline is indicated, the invoice is payable on receipt.

6.2. Currency and payment methods

All payments for clients domiciled in India must be made in Indian Rupees (INR) unless otherwise expressly agreed in writing.

Payments may be made by bank transfer, cheque, or any other means agreed by the Parties.

For software licences, where the Vendor’s price is not in Indian Rupees (INR), the price may be expressed in foreign currency and shall be converted into INR based on the exchange rate applicable on the date of invoicing of the Licence (or its renewal).

6.3. Late payment interest

If payment is not received within ten (10) days of its due date, the Service Provider may charge interest at the rate of 1.5% per month (i.e., 18% per annum), subject to any applicable legal limitation.

The Service Provider may also suspend the provision of the Services until full payment is made.

6.4. Security deposit

For services invoiced monthly, a security deposit equal to at least 100% of the estimated amount for the month may be required.

Amounts and adjustments shall be expressed in INR and invoices shall separately state GST where applicable.

6.5. Annual review

The contract shall be reviewed annually on each anniversary date.

Such review may result in an increase of up to 5%.

The Client may refuse such change and terminate the contract without penalty by sending CAPTIVEA a registered letter within thirty (30) days from notification of the new rates.

If the Client does not terminate within this period, the new rates shall automatically apply to the ongoing contract.


7.Taxes

The Client shall bear all taxes applicable in India (including GST), withholding taxes and other levies.

Invoices addressed to Clients in India shall indicate GST and other taxes in accordance with Indian law.


8.SUSPENSION OF SERVICES

If the Client fails to cooperate by not responding in a timely manner to CAPTIVEA’s requests necessary for the proper performance of the Services, CAPTIVEA may, after a final written request to the Client to provide the requested items within a maximum of thirty (30) days which remains unanswered, decide to suspend the Contract with immediate effect.

Similarly, in the event of non-payment of an invoice on its due date, CAPTIVEA may, after a written formal notice remains without effect for ten (10) days, suspend performance of the Contract until full payment of all amounts due. During the suspension period, the Client shall remain liable for all sums due and CAPTIVEA reserves the right to charge late payment interest and reasonable costs incurred by the suspension.

Suspension shall not constitute a waiver of CAPTIVEA’s other rights and remedies, including the right to terminate the Contract for the Client’s persistent default or to claim damages.


9.DELIVERY, INSTALLATION AND ACCEPTANCE

Delivery and Installation of the Software Solution shall be carried out according to the terms specified in the Contract.

Upon delivery by CAPTIVEA of the Software Solution, the Client shall verify its conformity with the requirements it expressed. Any anomaly observed must be reported to CAPTIVEA by means leaving a written record. The handling of anomalies shall follow the applicable maintenance and support procedure.

Once the Client acknowledges that it has carried out verification of the Software’s fitness for its needs, CAPTIVEA shall not be liable for the inadequacy of the Software supplied to the specific objectives the Client may have in mind or pursue. In any event, use of the Software is carried out under the sole control, direction and responsibility of the Client. Any use of results obtained through implementation of the Software shall be at the Client’s sole competence and risk.


10.INTELLECTUAL PROPERTY

Unless otherwise expressly provided in writing, all intellectual property rights in respect of Deliverables, software, code, documentation and developments produced by the Service Provider shall remain the property of the Service Provider.

The Service Provider grants the Client a non-exclusive, non-transferable, limited licence to use such materials for the purposes of the Agreement, subject to full payment.

Any assignment of rights shall be the subject of a separate written agreement.


11.CONFIDENTIALITY AND PERSONAL DATA

The Parties shall treat as confidential all information designated as “confidential” and shall refrain from disclosing or using such information except for the performance of the Agreement.

Where personal data within the meaning of the Digital Personal Data Protection Act, 2023 (DPDP Act) is processed, the Parties shall comply with the DPDP Act and its rules: record-keeping, notification obligations, technical and organisational security measures, and conditions for cross-border transfers.


12.WARRANTIES

The Service Provider warrants that it will perform the Services with reasonable skill and care and in accordance with prevailing professional standards.

This obligation is an obligation of best efforts (i.e., an obligation of means) unless expressly stated otherwise in the Order Confirmation.

The Client must notify in writing any visible defect in the Services within five (5) days of its discovery, failing which the Service Provider shall not be liable for unreported defects.

Exclusive remedies shall, at the Service Provider’s option, be re-performance of the defective Services or a pro rata credit/refund.


13.DISCLAIMER OF WARRANTIES

Except for the limited warranty set forth above, no other warranties are given, including implied warranties of merchantability or fitness for a particular purpose.

Exclusions do not apply to liabilities resulting from fraud, gross negligence or those that cannot be excluded by law.


14.LIMITATION OF LIABILITY

It is expressly agreed between the Parties that CAPTIVEA’s obligation is one of best efforts. Consequently, CAPTIVEA’s liability may only be engaged for proven fault on its part established by the Client.

Specifically, CAPTIVEA shall not be liable for indirect losses suffered by the Client such as, without limitation, business loss, loss of profit, reputational damage, loss of data or other losses that could result from the provision of the Services, from the use of the Software, from the inability to use the Software, or from the use of results obtained through the Software. Any action brought against the Client by a third party shall be an indirect loss.

Notwithstanding the foregoing, it is expressly agreed that CAPTIVEA’s liability, in case of proven fault by the Client, is expressly limited to the amount of sums paid by the Client under the Contract in the twelve (12) months preceding the event giving rise to the damage; this limitation applies even in the event of termination or cancellation of the Contract.


15.TERMINATION

In the event of breach by either Party of its essential obligations (notably: non-payment or failure to cooperate by the Client) and if such breach is not remedied within one (1) month following formal notice by registered letter with acknowledgement of receipt specifying the breach, the other Party may terminate the Contract by registered letter with acknowledgement of receipt.

Furthermore, in the event of early termination for breach by the Client, CAPTIVEA reserves the right to apply to the Client a penalty equal to ten percent (10%) of the total amount remaining due under the Contract at the date of termination, without prejudice to any additional damages CAPTIVEA may claim in compensation for loss suffered.

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


16.INSOLVENCY PROCEEDINGS

1.If insolvency or collective proceedings are opened against the Client (judicial reorganization, safeguard proceeding, liquidation, insolvency/Bankruptcy/Corporate Insolvency Resolution Procedure or any equivalent procedure), CAPTIVEA may, subject to applicable insolvency laws and without prejudice to the rights conferred on administrators, receivers or liquidators by such laws:

(i) terminate the Agreement by written notice to the debtor and, where appropriate, to the legal representative, administrator or liquidator;

(ii) demand immediate payment of sums due as at the date of termination; such claims may, depending on applicable law, be treated as provable claims in the insolvency proceedings;

(iii) if payment is not made within thirty (30) days of the termination notice, pursue any amicable or judicial remedies available (formal demand for payment, action for recovery, enforcement of any securities or guarantees, set-off to the extent permitted by law, enforcement of collateral, etc.).

2.Where the exercise of any of the rights set out above is expressly prohibited by applicable insolvency law (for example, because of a moratorium or an “automatic stay”), CAPTIVEA shall immediately notify the affected party and shall cooperate with the administrator, liquidator or competent court in order to assert its rights in accordance with the applicable insolvency procedure. CAPTIVEA also reserves the right, before resuming services, to require additional securities (guarantee, deposit, letter of credit, etc.) if the Client’s financial situation so justifies.


17.INSURANCE

CAPTIVEA holds an insurance policy covering its professional civil liability. CAPTIVEA undertakes to maintain such cover for the duration of this Contract and to provide proof of insurance upon request by the Client.


18.WAIVER

No waiver of any provision of the Agreement shall be effective unless in writing and signed by the waiving Party.

The failure to exercise a right shall not constitute a waiver.


19.FORCE MAJEURE

No Party shall be liable for failures caused by an event of force majeure (natural disasters, war, governmental acts, epidemic, strikes, telecommunications outages, etc.).

The affected Party shall notify the other promptly and take reasonable steps to limit the impact.


20.ASSIGNMENT

The Client may not assign its rights without the Service Provider’s written consent.

CAPTIVEA may assign its rights to a subsidiary or in the context of a merger/acquisition without the Client’s consent, provided that the Client is informed in writing.


21.RELATIONSHIP BETWEEN THE PARTIES

The Parties are independent contractors. Nothing in the Contract creates an agency, joint venture or employment relationship.


22.THIRD-PARTY BENEFICIARIES

The Contract confers rights on third parties only if expressly provided.


23. SUBCONTRACTING

CAPTIVEA is authorised to subcontract, in whole or in part, the performance of its contractual obligations to Group subsidiaries or to a third party.

CAPTIVEA shall inform the Client prior to, or as soon as reasonably practicable given the nature of the Service, by any means leaving a written record, of the implementation of a Subcontractor for the performance of any Service under the Agreement.

The Client may, within fifteen (15) days from the date of such notification, notify in writing reasonably substantiated grounds for opposition to the use of the proposed Subcontractor (for example, serious grounds related to security, the place of processing, or compliance with applicable rules). If the opposition is justified and not withdrawn, the Parties shall meet in good faith to agree on a solution (replacement of the Subcontractor, implementation of additional safeguards, etc.).

If no agreement is reached within thirty (30) days following the substantiated opposition, the Parties shall endeavour to find a solution. If no agreement is reached within an additional fifteen (15) days, CAPTIVEA may, at its discretion, either:

​(i) replace the Subcontractor; or
​(ii) suspend the part of the Service entrusted to the Subcontractor until the guarantees requested by the Client have been implemented.

If the Client persists in terminating the Agreement for this reason, the Client shall be required to pay

​(i) any amounts due; and
​(ii) the reasonable costs incurred by CAPTIVEA in engaging the Subcontractor.


24.GOVERNING LAW

This Contract is governed by and shall be interpreted in accordance with the laws applicable in India.


25.DISPUTE RESOLUTION

Any action, suit or proceeding arising out of or relating to this Agreement may only be brought before the competent courts located in Vadodara, Gujarat, India, and each Party irrevocably submits to the exclusive jurisdiction of those courts in respect of any such action, suit or proceeding.


26.NOTICES / NOTIFICATIONS

All notices must be in writing and sent to the addresses set out in the Order Confirmation. Notices may be given by:

(i) hand delivery;

​(ii) national courier;

(iii) registered/certified mail with acknowledgment of receipt;

(iv) e-mail to the designated address, provided that a read-receipt confirming delivery is obtained.

A notice shall be deemed received on the date shown on the acknowledgment of receipt or on the read-receipt for the e-mail.


27.SEVERABILITY

If any provision is held to be invalid, the remainder of the Contract shall remain in force and the invalid provision shall be reformed to the extent necessary.


28.SURVIVAL

Provisions which by their nature survive termination (confidentiality, intellectual property, limitation of liability, outstanding payments) shall remain in effect.


29.AMENDMENT

Any amendment must be in writing and signed by an authorised representative of each Party.


30.COSTS AND RECOVERY OF EXPENSES

The prevailing Party shall be entitled to reimbursement of its reasonable legal/arbitration costs, subject to the rules of the relevant courts/tribunal.


31.NON-SOLICITATION CLAUSE

During the term of the Contract and for twelve (12) months following its termination, the Client agrees not to, directly or indirectly, recruit, solicit or hire any employee or subcontractor of CAPTIVEA who was involved in the performance of the Services.

In case of breach, CAPTIVEA may seek compensation and injunctive relief, subject to judicial discretion.


32.EFFECTIVE DATE AND ACCEPTANCE

The Contract enters into force on the date of signature of the Order Confirmation.

Electronic signature or acceptance by e-mail shall be equivalent to a written signature.