France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 5 - Last updated September 2, 2025

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

CAPTIVEA provides consulting, software integration, training, and custom software development services to professionals in the field of business management software and enterprise information systems. These General Terms and Conditions define the terms for the provision and performance of services, the 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 terms mentioned below has the meaning set out 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 the event of any inconsistency, the provisions of the Quote prevail 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 the related fee.

Specific Developments: IT 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 audits, 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 accesses.

Software Integration: Installation service at the Client's premises 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 via 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: The Client's validation of the Software Installation, either expressly or implicitly, through the Go-Live of the Software.

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

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

Services: All services offered by CAPTIVEA, including Study, Framing, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, and any other services related to the Client's Information System. 

User: A natural person, under the authority of the Client, authorized to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each service provision is contingent upon 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 prices and information presented in catalogues, brochures, and on the CAPTIVEA website, which are provided purely for indicative purposes.

The contract is deemed to be in place as soon as CAPTIVEA is informed of the client’s acceptance of the quotation or commercial proposal, either by postal 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 acknowledgement of receipt or 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 Article 1364 and subsequent articles 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 is formed, it is irrevocable. However, in the event of unilateral cancellation by the Client, regardless of the reason, all amounts due under the Contract become immediately payable, and the Client must pay them within a maximum of thirty (30) days upon presentation of an invoice.

ARTICLE 3 – DURATION

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

This Contract is renewable by tacit renewal upon expiry for further periods of one (1) year, unless either party notifies the other of its intention to terminate it by registered mail with acknowledgment of receipt, subject to a minimum notice period of three (3) months before the initial or renewed expiry date. Any changes made during this final quarter will incur a fixed administration fee of €200 (exclusive of VAT) per subscription.

The Contract terminates when all the Services have been performed by CAPTIVEA and paid for by the Client. In all cases, 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 written provision on the Quote or commercial proposal that departs, in whole or in part, from these General Terms and Conditions, the Client’s acceptance of a Quote or commercial proposal from CAPTIVEA constitutes the Client’s full acceptance of these General Terms and Conditions, to the exclusion of any other documents issued by the Client, provided that the Client has had the opportunity to review these terms.

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

Amendments to the General Terms and Conditions will apply to ongoing contracts thirty (30) days after such amendments have been sent to the Client by email. If the Client rejects these amendments, the Client may terminate the Contract by sending a registered letter with acknowledgment of receipt to CAPTIVEA within the 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 as to results. 

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 undertake a predefined contractual scope, but instead commits to a timeframe, 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 the Services, CAPTIVEA may recommend 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 reassess the overall estimate and the time commitment required for the Service. 

ARTICLE 6 – CLIENT COMMITMENTS

The Client agrees to actively cooperate 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 necessary 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 affect the proper performance of the Services. The Client further agrees to inform CAPTIVEA of any changes concerning the information provided and will be solely responsible for any resulting malfunction.

If the Services chosen by the Client are to be carried out from the Client's premises and/or with the Client's equipment, the Client undertakes to ensure CAPTIVEA's unrestricted access to its premises and/or equipment, providing the necessary tools strictly required for the proper execution of the services. 

The Client commits to complying with all technical prerequisites necessary for the installation and operation of the Software and Software Solution. The technical prerequisites communicated by CAPTIVEA are provided solely for indicative purposes and are subject to modifications by software publishers and providers of the Client's Information System. 

The Client will appoint a person capable of addressing functional and/or technical queries from CAPTIVEA, serving as the primary contact for CAPTIVEA to monitor the project's progress and its use following the delivery of the Software Solution. 

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

In case of absence, the Client will promptly designate an alternative contact to avoid hindering the project's progress and will request 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 regarding Support. 

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA undertakes to allocate the time and the necessary human, material, and technical resources required to complete the Services ordered by the Client, and to perform them in a professional manner and in accordance with industry standards, subject to the Client properly fulfilling their own obligations. 

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

CAPTIVEA also undertakes to keep the Client regularly informed 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 arise.

ARTICLE 8 – LIABILITY – INSURANCE 

It is expressly agreed between the parties that CAPTIVEA is subject only to 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.

For greater certainty, CAPTIVEA cannot be held liable for any indirect damages that the Client may incur, such as commercial losses, loss of profit, harm to brand image, data loss, or any other similar damage that may result 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 by the Client, is expressly limited to the total amounts paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the damage, even in the event of termination or cancellation of the Contract. 

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain this coverage throughout the term of this contract and to provide evidence upon the Client's request. 

ARTICLE 9 – DEADLINE  

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

If the delay is attributable to the Client (modification requests, pending elements, 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 before the 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, its 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 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 modify its prices at any time to reflect changes in its own suppliers' (Publisher) pricing or to reflect changes in its internal costs. The Client has the option to reject this modification and terminate the Contract without penalty by sending a registered letter with acknowledgement of receipt to CAPTIVEA within a period of thirty (30) days from the sending of these new rates by CAPTIVEA.  

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 total amount of the services outlined in the quote or commercial proposal upon order validation. Services provided as subscriptions are invoiced annually, at the beginning of the 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 total or partial delay in payment, for any reason whatsoever, a late payment penalty will be applied at the contractual rate of 12% per annum from the due date, without the need for a reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client will also be liable for a fixed indemnity for recovery costs in the amount of €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may request additional compensation, with supporting documentation. 

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

Article 10.5 – Realization and Payment of Services 

The Client will be supported through the prior purchase of a “time booklet,” which allows them to acquire a reserve of available 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 rate in effect at the time of the order or the renewal of the time booklet. 

All services performed in “Time Booklet” mode, excluding functional support, are subject to an estimate of the time used, in accordance with the procedure indicated in the quote or commercial proposal. 

Any requests that, in CAPTIVEA’s estimation, require a maximum of four (4) hours of work are carried out without prior approval from the Client. Time for requests is estimated for information purposes only and must be approved by the Client in advance, with the actual time spent being deducted from the time booklet once the work is completed. For any request that is not approved, the time spent on qualification is deducted in real time. 

The time spent on a request is deducted in fifteen (15) minute increments. 

When the contracted time booklet has been fully used, if an additional time booklet has not been renewed in advance with our services, and in order to ensure continuity of service for the Client, CAPTIVEA may process any additional or outstanding requests from the Client based on the hourly rate in effect on the date the work is performed by our teams (As of 01/01/2022: €150/hour). Invoices will be issued every two months and are payable upon receipt. 

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

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

In the event of termination of the Contract, for any reason whatsoever, any remaining time balance acquired through the 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 services invoiced monthly, a security deposit will be required from the Client.

The security deposit must be at least equal to 100% of the estimated total monthly amount. 

Payment of the security deposit may be made using any method of payment accepted by the company. 

2. Adjustment of the security deposit: 

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

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

Subsequently, 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 providing service hours equivalent to the initial amount of the guarantee.  

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

Article 10.7 - Billing for Maintenance Service

After delivery of the services, if corrections are deemed necessary, CAPTIVEA will issue an invoice for the additional time required. The Client will be informed in advance of the necessary extra hours.

Article 10.8 - Flat Rate Warranty

CAPTIVEA offers a flat-rate warranty option covering post-delivery corrections. To benefit from this service, the Client may subscribe to it for an additional 25% of the initial service amount. This warranty option must be expressly subscribed to by the Client and is not included by default. If the Client does not subscribe to this option, any post-delivery correction will be billed based on the time spent.

Article 10.9 - Annual price revision for pay as you go

For pay-as-you-go arrangements with monthly billing based on the time spent on the project, service rates are reviewed annually on the contract anniversary date.

This adjustment will be based on the Syntec index, calculated as follows: 
P1 = P0 x (S1/S0)

Where:

P1 = Revised price
P0 = Original contract price
S0 = Syntec index reference on the contract date
S1 = Most recent index published on the adjustment date

ARTICLE 11 – CONFIDENTIALITY

The Parties agree not to disclose the other Party’s confidential information that they may become aware of in the course of performing CAPTIVEA's services and/or implementing these terms. The Parties therefore undertake to strictly preserve this confidentiality and not to communicate to anyone any non-public information they may become aware of, both during the term of the contract and after its expiry. In particular, the Customer agrees not to disclose to any third party, in whole or in part, any information obtained about CAPTIVEA's software solutions, and CAPTIVEA undertakes not to disclose the Customer's confidential information and not to use it for any purpose other than what is strictly necessary for providing services to the Customer. The terms and conditions of the relationship between CAPTIVEA and the Customer are considered confidential. Information that is publicly available at the time of disclosure, or that later becomes publicly available without any breach by either Party of its confidentiality obligations, or that is legitimately obtained from a third party without breaching a confidentiality agreement relating to 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 performance of the Contract. 

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

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the term of the Contract, the Client expressly authorizes CAPTIVEA to identify them as a client and to reproduce on its website and commercial documents the logo or brand provided by the Client, for accurate reproduction in accordance with the Client’s graphic charter. Similarly, the Client may state 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 jurisprudence of 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 providers or subcontractors of CAPTIVEA. In such a case, the party affected by force majeure will promptly inform the other party in writing of its duration and foreseeable consequences. If the force majeure event lasts longer than sixty (60) days from the notification mentioned above, the affected party will have the right to terminate the Contract automatically and without compensation, without any further formality 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 the obligations already performed and those related to the future performance of the Contract by the assignee.

ARTICLE 16 – 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 engagement 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 objection, 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.

ARTICLE 17 – EARLY TERMINATION 

In the event of a breach by either Party of its material obligations (namely, default in payment or failure by the Client to fulfil its duty to cooperate), and in the absence of a remedy within one (1) month after being notified of the breach by registered letter with acknowledgment of receipt, the other Party may terminate the Contract automatically by registered letter with acknowledgment 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, before 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 shall become immediately payable, and the Client must settle them within a maximum of thirty (30) days upon presentation of the invoice. 

ARTICLE 18 – CONSEQUENCES OF CONTRACT TERMINATION 

When the Client uses the software under a direct licence from the publisher, the termination of the Contract does not affect the Client’s usage rights as defined in the publisher‑Client agreement.

Specific developments made by CAPTIVEA under the Contract remain the intellectual property of CAPTIVEA. Subject to full payment for the corresponding services, CAPTIVEA grants the Client a non-exclusive, perpetual licence to use these developments for its internal purposes.

The Client must cease using CAPTIVEA’s developments only if the granted licence is expressly limited or revocable under the terms of the Contract. Otherwise, the termination of the Contract does not affect the granted right of use.

The Client shall pay, within fifteen (15) days following the termination of the Contract, all amounts remaining due to CAPTIVEA.

Fees earned for the current contractual period are non-refundable, as is any remaining time balance within time sheets, unless expressly provided otherwise.

Upon termination of the Contract, CAPTIVEA undertakes to return to the Client, or, at the Client’s written instruction, to destroy all items or documents belonging to the Client that CAPTIVEA received during the performance of the Services. CAPTIVEA shall not retain any copies, except where required by law or for secure internal archival purposes, in which case the Client will be informed.

ARTICLE 19 – SEVERABILITY OF CONTRACTUAL PROVISIONS

Any event affecting, for any reason whatsoever, the existence of a contractual provision, including deletion, impossibility of execution, or invalidation by a court decision, separable from the other provisions herein, does not affect the mandatory nature of the performance by the parties of the other stipulations in these general terms and conditions.

ARTICLE 20 – 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 21 – 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 security (guarantee, deposit, letter of credit, etc.) if the Client’s financial situation so justifies.

ARTICLE 22 – APPLICABLE LAW – DISPUTES 

These general terms and conditions are governed by French law. 

In the event of a dispute and failing an amicable agreement, exclusive jurisdiction is granted to the Commercial Court of Chambéry, notwithstanding the plurality of defendants or third-party proceedings, even for urgent or conservatory proceedings, 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 quantity 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 commits to using 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 licence order for the Client. 

ARTICLE 2 – PUBLISHER'S COMMERCIAL POLICY

The publishers with whom CAPTIVEA is a partner are free to set and modify their commercial policy without notice. 

Therefore, CAPTIVEA reserves the right to pass on these changes, regardless of their nature, to ongoing Contracts with the Client, 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 delayed 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 with 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 will not entitle the Client to any compensation or refund of amounts paid under the Contract by CAPTIVEA.

Furthermore, if the concluded Contract has not yet taken effect, and a change in the Publisher's commercial policy, occurring between the formation of the Contract and its effective date, 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 fulfil its commitments to Software Editors or Additional Modules, and that the Licenses can be executed under the conditions specified in the Quote. 

ARTICLE 5 – NUMBER OF LICENSES 

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

The Client agrees to use the Software or Software Solution for the number of users declared in the Agreement, and according to the definition given in the end-user license agreement. 

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

Annual fees for licence management may be applied 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 response proposed by CAPTIVEA and selected by the Client is based on existing Software or Software Solution. Requested customizations must be achievable through 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 expertise building 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 offered in standard by the Software or Software Solution. 

If applicable, document generation will be based on the customization possibilities offered by the software, drawing inspiration, if 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 communication to our teams will be the responsibility of the Client in the form of flat files usable through standard office software (Microsoft Office) or a MySQL relational database. 

Unless otherwise specified in the Quote, data migration services do not include a data cleaning, qualification, modification, deduplication, or formatting phase. It is the Client's responsibility to provide a comprehensive, clean data file containing correctly formatted information 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 before the Installation of the Software or Software Solution. This service will be specified in the Quote. 

If applicable, tests will be conducted and executed by CAPTIVEA internally under normal usage conditions to ensure the proper functioning of the Software Solution as outlined 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 previously approved time log 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 previously have made 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 their expressed needs. 

ARTICLE 6 – SUSPENSION OF SERVICES

In the event that the Client fails in their duty to collaborate by neglecting to respond promptly to CAPTIVEA's requests for the proper performance 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 provision of the requested documents or information. If the Client does not respond within a period of 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 has the right to use this software or these additional modules within the limits and conditions of the final 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 entail, under any circumstances, 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 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 date of full 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 all cases, CAPTIVEA remains the sole owner of the methods, tools, and know-how used in the course 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 take the form of a block of hours, 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, access to which 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 a current maintenance contract;
• Decide on any other solution deemed appropriate under the circumstances.

The costs incurred in implementing this warranty will be borne solely by the Client. If the Client does not wish to engage CAPTIVEA, a request may be escalated to the Publisher's support in accordance with the terms and conditions of the maintenance contract subscribed to in the Quote with the Software Solution Publisher. If the Client's request requires intervention by the Publisher, it will be handled under the conditions and within the time frames specified by the Publisher under its own warranty. In particular, this may require installing a patch or an update to the Software Solution, as recommended by the Publisher.

PART D - SPECIFIC CONDITIONS FOR MAINTENANCE AND SUPPORT

ARTICLE 1 – DEFINITIONS 

Non-blocking Anomaly: any minor or major operational anomaly that still allows partial or full use of functionalities, even if it requires a workaround procedure. 

Blocking Anomaly: any operational anomaly that makes it impossible to use all or part of the Software's functionalities. 

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 the event 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 set out in Article 3. 

CAPTIVEA may, at its discretion, propose workaround solutions, correct non-blocking anomalies 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 from the Publisher, it will be handled under the conditions and within the timelines provided by the Publisher at the end of its own warranty period. In particular, it may require the installation of a patch or an update to the Software or Software Solution recommended by the Publisher. 

CAPTIVEA cannot be held liable for any response considered late to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, provided it has taken all necessary steps, 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 should be centralized and submitted only by the technical contact specified in paragraph A - Article 6.

Requests are received and processed from 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 specific agreement 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 under 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 obligation to provide maintenance and support for anomalies resulting from: 

• Inadequacy of User Workstation specifications, including memory capacity, disk space, or any computer peripheral essential to 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. 
• Breakdowns 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.