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GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 2 - Last updated on 08-02-2024

General terms and conditions of Captivea France 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 set out the terms for the provision and execution 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 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 inconsistency, the provisions of the Quote shall prevail over these General Terms and Conditions.

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

Specific Developments: Software developments carried out by CAPTIVEA in addition to the Software and Add-on Modules, specifically to meet the needs of the Client.

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 acts as a reseller.

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

Software Integration: The 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 working environment, commencing from or through the entry of real data for the performance of actual work.

Add-on Modules: Software programs developed or distributed by CAPTIVEA, designed to be provided to multiple users for the same application or function, to complement the core 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: 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: Natural person, under the authority of the Client, authorised to use the Software.

ARTICLE 2 – CONTRACT FORMATION

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

The contract shall be deemed to be concluded as soon as CAPTIVEA is informed of the Client’s acceptance of the quotation or commercial proposal, whether by post sent to the registered office of CAPTIVEA or by email.

In the case of acceptance via email, the contract shall be considered formed only from the date on which CAPTIVEA sends the acknowledgement of receipt or confirmation of the Client’s email.

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

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

Once the Contract is formed, it is irrevocable. However, in the event of unilateral cancellation by the Client, regardless of the cause, the amounts due under the Contract will become immediately payable, and the Client must settle them within a maximum period of thirty (30) days upon presentation of an invoice.

ARTICLE 3 – DURATION

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

This Contract shall be renewed automatically on expiry for successive periods of one (1) year, unless either party informs the other of its intention to terminate the Contract by registered post with acknowledgment due, subject to a minimum notice period of three (3) months prior to the initial or renewed expiry date. Any modifications during this last quarter shall attract a fixed management fee of 200 € (exclusive of VAT) per subscription.

The Contract shall stand terminated when all the Services have been completed by CAPTIVEA and the Client has made full payment. In any event, the Contract shall terminate on the date of its termination or non-renewal, irrespective of the reason.

ARTICLE 4 – ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

In the absence of any specific written provision in 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 the Client’s full and unconditional acceptance of these General Terms and Conditions, to the exclusion of all other documents issued by the Client, provided that the Client has had the opportunity to familiarise themselves with these terms.

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

Modifications to the General Terms and Conditions shall apply to ongoing Contracts thirty (30) days after such modifications have been sent to the Client by email. If the Client does not accept these modifications, they may terminate the Contract by sending a registered letter with acknowledgment due to CAPTIVEA within the said notice period. In such a case, the provisions set out in Article 17: Consequences of Contract Termination shall apply.

ARTICLE 5 – PROVISION OF SERVICES 

As part of the provision of 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 undertake a predefined contractual scope but instead commits to a timeframe, with the objective of effectively addressing the Client’s requirements. While CAPTIVEA may provide the Client with an overall project estimate for better understanding, this shall not be construed as a firm or fixed commitment.

Article 5.2 – Analysis Phase

Before commencing the 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, along with a corresponding resource commitment.

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

ARTICLE 6 – COMMITMENTS OF CLIENT

The Client undertakes to actively collaborate in the successful completion of the Services by providing CAPTIVEA, in a timely manner, with accurate and genuine information, together with all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract. The Client shall promptly inform CAPTIVEA of any factors that may adversely affect the proper performance of the Services. The Client also undertakes to inform CAPTIVEA of any changes relating to the data provided and shall be solely responsible for any malfunction arising therefrom.

If the Services chosen by the Client are to be performed from the Client’s premises and/or using the Client’s equipment, the Client undertakes to ensure that CAPTIVEA has free and unhindered access to its premises and/or equipment, and to provide the tools strictly necessary for the proper performance of the Services.

The Client undertakes to comply with all technical prerequisites required for the installation and operation of the Software and the Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for reference only and are subject to change by the software publishers and the providers of the Client's Information System. 

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

In the event of such person’s absence, the Client shall promptly designate an alternative contact so as not to hinder the progress of the project, and shall 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 for the performance of the Services ordered by the Client, and to carry them out in a professional manner and in accordance with industry standards, subject to the Client duly fulfilling its own obligations. 

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

CAPTIVEA also undertakes to keep the Client regularly informed of the progress of the Services and of any issues 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 bound only by an obligation of means. Consequently, CAPTIVEA's liability can arise only in the event of proven fault on its part, as demonstrated by the Client.

Expressly, CAPTIVEA cannot be held liable for any indirect losses or damages that the Client may suffer, such as commercial losses, loss of profit, damage to brand image, loss of data, or any other indirect loss that may result from the performance of the Services, the use of the Software, the inability to use the Software, or the use of results obtained through use of the Software. Any action brought against the Client by a third party shall be deemed to constitute 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; this limitation shall apply even in the event of termination or cancellation of the Contract.

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain such coverage for the entire duration of this Contract and to provide proof thereof upon the Client's request.

ARTICLE 9 – DEADLINE  

The timelines and delivery dates specified in the quotation or commercial proposal are given for indicative purposes only, unless expressly stated otherwise. Consequently, delays in delivery attributable to CAPTIVEA shall not give rise to any penalties or compensation, nor justify a revision of the price, or the cancellation or rejection of the order by the Client.

If the delay is attributable to the Client (change requests, pending inputs, etc.) or to a supplier of CAPTIVEA, the delivery date shall be rescheduled accordingly based on CAPTIVEA's availability, and CAPTIVEA shall not be held liable for such delay.

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

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Rates 

The rates for the Services are quoted in euros, net and exclusive of all taxes and duties. However, if the price of Software Licences is based on a supplier price outside the eurozone, such price may be quoted in foreign currency. In such a case, it shall be converted into euros on the basis of the exchange rate applicable on the date of invoicing of the Licence (or its renewal).

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

Article 10.2 – Rate Revision  

CAPTIVEA reserves the right to revise its prices at any time to reflect changes in its own suppliers’ (Publisher’s) pricing or to reflect changes in its internal costs. The Client shall have the option to reject such revision 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 date on which CAPTIVEA sends these revised rates.  

If the Contract is not terminated within the notice period, the revised rates shall automatically apply to the ongoing Contract. In the event of termination, the provisions of Article 17 shall apply. 

Article 10.3 – Invoice Delivery 

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

Article 10.4 – Payment 

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

Payment shall be made by bank transfer or by cheque in favour of CAPTIVEA. All bank charges (including rejection charges) levied by any financial intermediary or borne by CAPTIVEA will be invoiced to the Client. 

In the event of any delay in total or partial payment, for any reason whatsoever, a late payment interest will be levied at a contractual rate of 12% per annum from the due date, without the need for any reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client shall also be liable to pay a fixed indemnity towards recovery costs, the amount of which is fixed at €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may claim additional compensation, subject to justification. 

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

Article 10.5 – Execution and Payment of Services 

The Client shall be supported by the prior purchase of a "time booklet", which enables them to acquire a reserve of time from CAPTIVEA for the execution of various services detailed in the quotation 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 force at the time of the order or the time booklet renewal. 

All services performed in "Time Booklet" mode, excluding functional support, give rise to an estimate of the time consumed, as per the procedure indicated in the quote or commercial proposal. 

Any requests requiring, according to CAPTIVEA's estimate, a maximum of four (4) hours of intervention 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 intervention time being deducted from the time booklet upon completion. For any non-validated request, the qualification time is deducted on an actuals basis. 

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

When the contracted time booklet is fully utilised, 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 all additional or pending requests from the Client on the basis of the hourly rate in force on the date of performance by our teams (As of 01/01/2022: €150/hour). The invoice will be issued bimonthly and will be payable upon receipt of the invoice. 

Services delivered in "Time Booklet" mode do not include any travel expenses. 

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

In the event of termination of the Contract, irrespective of the reason, the 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 monthly invoiced services, a security deposit will be required from the client.

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

The payment of the security deposit will be made through any mode 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 revised. 

This revision 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 commencement 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 refund of the security deposit will be made by allocating service hours equivalent to the initial amount of the security deposit.  

The request for refund of the deposited security must be initiated within 12 months from the date of termination to be considered valid. Beyond this period, the request will be treated as void and will not be accepted. 

ARTICLE 11 – CONFIDENTIALITY

The Parties undertake not to disclose any 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. Accordingly, the Parties agree to strictly maintain such confidentiality and not to communicate to any person any non-public information of which they become aware, 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 regarding 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 the provision of services to the Customer. The terms and conditions governing the relationship between CAPTIVEA and the Customer are deemed confidential. Information that is publicly available at the time of disclosure, or that subsequently becomes publicly available without any breach by either Party of its confidentiality obligation, or that is legitimately obtained from a third party without violation of any confidentiality agreement relating to such information, shall not be 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, employ, or engage, directly or indirectly, any employee or former employee of CAPTIVEA, whether or not such person has participated in the execution of the Contract. 

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

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the term of the Contract, the Client expressly authorises CAPTIVEA to refer to 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 obligations incumbent upon each party under these terms will be suspended in the event of force majeure 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 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 mentioned above, the affected party shall have the right to terminate the Contract automatically and without indemnity, without any further formality than sending a registered letter with acknowledgement due 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 shall have the right to assign its rights and obligations under the Contract at any time, provided that the Client is informed. In this case, CAPTIVEA shall 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 – 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 obligation to collaborate), and in the absence of a remedy within one (1) month after being notified of the breach by registered letter with acknowledgement due, the other party may terminate the Contract automatically by registered letter with acknowledgement due.

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

In the event of unilateral termination of the Contract by the Client, the amounts payable under the Contract shall become immediately due, and the Client shall clear the same within a maximum period of thirty (30) days from the date of presentation of the invoice. 

ARTICLE 17 – CONSEQUENCES OF TERMINATION OF THE CONTRACT 

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 from the date of 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 elements or documents belonging to the Client and of which CAPTIVEA may have been informed 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 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 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 subject to 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 LICENSE 

Any Software Integration service includes the grant of Software Licences, the quantity of which is specified in the Contract by the Client. 

The Client must confirm the terms of the Software licence with the publisher before placing the licence order through CAPTIVEA. 

The Client undertakes to use the Software in compliance with the terms and conditions of the end-user licence agreement. 

Further, 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 a partner are free to set and modify their commercial policy without notice. 

Therefore, CAPTIVEA reserves the right to pass on these modifications, regardless of their nature, to ongoing Contracts with the Client, without notice. 

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

  • Revise the licence prices in the event of any change in the Publisher's pricing, 
  • Automatically invoice any late payment penalties levied by the publisher in case of delayed payment (payment made after the commencement 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 by the Publisher. 

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

Furthermore, in the event that the formed Contract has not yet come into effect, and a change in the Publisher's commercial policy, occurring between the formation of the Contract and its effectiveness, would prevent the Contract from being executed, CAPTIVEA may cancel the Contract without cost or indemnity. 

ARTICLE 3 – DURATION – TERMINATION

Any License contract not terminated within the deadlines 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, 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 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 a Software Solution. Requested customisations 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 as standard by the Software or Software Solution. 

If applicable, document generation will be based on the customisation 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, following 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 have previously 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 according to the specified terms in the Contract. 

Upon delivery by CAPTIVEA, the Client will ensure the Software Solution's compliance with their expressed needs. 

ARTICLE 6 – SUSPENSION OF SERVICES

If the Client fails to fulfil their obligation to cooperate by not responding promptly to CAPTIVEA’s requests required for the proper execution of the Services, CAPTIVEA may, after sending a final written reminder to the Client to provide the requested information within a maximum period of 30 days and receiving no response, decide to suspend the Contract with immediate effect.

This suspension will take effect from the date it is notified to the Client and will remain in force until the requested documents or information are provided. If the Client does not respond within a period of three (3) months from the date of notification of the suspension, CAPTIVEA may terminate the Contract without any 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 entitled to use such software or additional modules strictly in accordance with the limits and conditions of the end-user licence agreement issued by the Publisher, with ownership of the 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. 

By this document, CAPTIVEA grants the Client a personal, non-transferable and non-exclusive licence to use the additional modules and specific developments solely for operating the Software Solution, for the authorised number of user stations, and subject to payment of the licence fees 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, such transfer shall take effect only on the date of full and final payment by the Client for these developments. Furthermore, CAPTIVEA reserves the right to use the knowledge derived 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 shall remain the sole owner of the methods, tools and know-how used in the course of providing its services. 

ARTICLE 8 – SERVICE WARRANTY

CAPTIVEA does not guarantee that the Software or Software Solution is free from 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 shall notify CAPTIVEA of the existence of a failure by raising a request within CAPTIVEA’s Client space, access to which shall have been provided to the Client’s designated contact person. Depending on the information received and the details provided, 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 where it concerns the Software and the Client has a valid and subsisting maintenance contract;
  • Decide on any other solution deemed appropriate under the circumstances.

The costs incurred in implementing this warranty shall 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 team in accordance with 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 shall be processed under the conditions and within the timelines specified by the Publisher under its own warranty. In particular, this may require the installation of 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 complete use of the functionalities, even if it requires a workaround procedure. 

Blocking Anomaly: any operational anomaly that makes 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 formalised with a time log, starting from the date indicated in the 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 anomalies by sending patches, or escalate a request to the support of the Publisher according to the terms and conditions of the contract subscribed to in the Quote or commercial proposal with the Publisher of the Software Solution. 

In the event that the Client's request requires intervention from the Publisher, it will be processed under the conditions and timelines 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 considered delayed 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 measures, 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 centralised and sent only by the technical contact specified in paragraph A - Article 6.

Requests are received and processed from Monday to Friday from 9:00 AM to 12:00 PM and from 2:00 PM to 5:00 PM, excluding public holidays and periods of company closure or any specific agreement between the parties. They will be prioritised and processed by CAPTIVEA based on their degree 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 be billed as a separate Service.

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from any responsibility regarding its obligation for maintenance and support for anomalies 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. 
  • 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 authorised by CAPTIVEA on the Software or Solution.