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GENERAL TERMS AND CONDITIONS OF SERVICES for CAPTIVEA - Madagascar

CAPTIVEA SARL. - Version 2 

Effective Date 02/04/2025  

CAPTIVEA SARL (“CAPTIVEA”) provides consulting, software integration, training, and specific software development services for professionals in the areas of management software and enterprise information systems. These General Terms and Conditions aim to define the terms for providing and executing services, licensing Software, Additional Modules, and the Software Solution provided to the Client.

Part A – General Provisions

Article 1 – Definitions

In these General Terms, the following expressions will have the meanings given in their respective definitions:

  • 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. In case of any discrepancy between the Terms of Sale and the detailed specifications in the quote regarding the execution of services, the specific provisions of the quote shall prevail.
  • Quote: The commercial proposal issued by CAPTIVEA describing the services provided and their price, including any licensed Software or Software Solution, the licence duration, and its price.
  • Specific Developments: Custom developments by CAPTIVEA to complement the Software and Additional Modules to meet the Client’s specific needs.
  • Data: Any type of data, including Users' personal data, collected and processed by the Software, as well as data generated by the Software.
  • Study: Consulting services such as audits, needs analysis, or assistance with drafting specifications.
  • Publisher: The company that develops and markets Software, which CAPTIVEA resells.
  • Installation: The provision of Software for the Client, typically by creating one or more user accesses.
  • Software Integration: The installation of a Software or Software Solution licensed to the Client, either on-premises or in a hosted environment.
  • Software: The software developed by a third-party company, distributed and/or integrated by CAPTIVEA for the Client, in object code format, along with the associated documentation.
  • Go Live: The actual use of the Software by the Client in its work environment, starting with or through the entry of real data to perform actual work.
  • Additional Modules: Computer programs developed or distributed by CAPTIVEA, intended to be used by multiple users for the same application or function, supplementing the core functionalities of the Software as described in the Quote.
  • Acceptance: Validation by the Client of the Software Installation, either explicitly or implicitly through the Software’s Go Live.
  • Software Solution: A software suite that integrates a Software, Additional Modules, and Specific Developments.
  • Information System: The Client’s system of hardware, software, applications, databases, and telecommunications networks.
  • Services: The complete range of services offered by CAPTIVEA, including Study, Scoping, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, and all other services related to the Client’s Information System.
  • User: An individual under the Client's authority who is authorised to use the Software.

Article 2 – Contract Formation

Each Service is subject to a prior Quote or commercial offer. Only the prices and information contained in the quote or offer are contractually binding. Prices and information appearing in catalogues, brochures, or on the service provider’s website are for informational purposes only.

The contract is formed upon receipt by CAPTIVEA of the Client’s written or electronic acceptance of the quote or commercial offer.

In case of electronic signature, it must comply with the provisions of Madagascar’s Electronic Signature Law No. 2014-025, ensuring its security and legal admissibility as proof.

Unless otherwise indicated, the contract becomes effective upon its formation.

Once the contract has been entered into, it cannot be unilaterally cancelled. Any cancellation by the Client will result in the immediate demand for payment of all amounts due, payable within thirty (30) days from receipt of the invoice.

Article 3 – Duration

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

The contract is concluded for one (1) year from its formation. It is renewable by tacit agreement for successive one (1) year periods unless terminated by either party.

In case of non-renewal, either party must notify the other by registered post with acknowledgement of receipt, observing a notice period of at least three (3) months before the initial term or any renewal term.

Any modification during the final quarter will incur a flat management fee of 500,000 Ariary.

The contract ends upon CAPTIVEA's full delivery of services and the Client’s complete payment. It also terminates in case of cancellation or non-renewal, regardless of the reason.

Article 4 – Acceptance and Modification of the General Terms of Sale

Unless explicitly stated otherwise in the Quote or commercial offer, the Client’s acceptance of a Quote or commercial offer from CAPTIVEA constitutes full acceptance of these General Terms, to the exclusion of any other document issued by the Client, provided the Client had the opportunity to review them.

CAPTIVEA  reserves the right to modify these General Terms at any time. These changes will apply to ongoing contracts thirty (30) days after being emailed to the Client.

In case of refusal, the Client may terminate the Contract by registered post with acknowledgement of receipt within the notice period. The provisions of Article 17: Consequences of Contract Termination will apply.

Article 5 – Service Delivery

In the context of its Services, CAPTIVEA is not bound by an obligation of results.

CAPTIVEA’s liability is governed by Article 8 of Part A.

Article 5.1 – Contractual Scope

CAPTIVEA does not commit to a precise contractual scope but to a time volume in order to meet the Client’s needs. It may provide a global estimate of the project, but this does not constitute a fixed-price commitment.

Article 5.2 – Analysis Phase

CAPTIVEA may propose an analysis phase before starting the Services to define the scope, the Specifications, and verify the alignment between the Client's needs and the chosen solution. 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 analysis may lead to a reevaluation of the project estimate and required time.

Article 6 – Client's Commitment

The Client undertakes to actively collaborate in the proper execution of the Services by providing CAPTIVEA, within the agreed timelines, with accurate information as well as all documents and data necessary for the proper execution of the project and adherence to contractual timelines. The Client shall report any factor that may compromise the execution of the Services and shall inform CAPTIVEA of any changes relating to the information provided. The Client is solely responsible for any malfunctions.

If the Services are to be performed at the Client’s premises and/or using its equipment, the Client agrees to provide CAPTIVEA with access to its premises and equipment and to supply the necessary work resources for the proper execution of the Services.

The Client will comply with the technical prerequisites required for the installation and functioning of the software and solutions. These prerequisites, communicated by CAPTIVEA, are provided as a guideline and may be modified by the software publishers or the Client’s Information System providers.

The Client shall designate a single point of contact, competent in functional and technical aspects, who will be the main point of contact for CAPTIVEA to monitor the project’s progress and the use of the solution after its delivery. This person must be trained in the basics of the software solution.

In case of absence, the Client will promptly appoint a replacement to avoid project delays and will request CAPTIVEA to train this new person in the basics of the solution.

Unless otherwise indicated by the Client, this person will also be the point of contact for Support.

Article 7 – CAPTIVEA's Commitments

CAPTIVEA undertakes to devote the necessary time and human, material and technical resources to the performance of the Services ordered by the Client and to execute them professionally, in accordance with industry standards, subject to the Client fulfilling its own obligations.

Unless otherwise stated, the software or software solution documentation, as well as any additional modules, is that available on the Publisher’s website, in English or French where applicable.

CAPTIVEA also undertakes to keep the Client regularly informed of the progress of the Services, as well as of any difficulties encountered and their possible impact on timelines and/or costs.

Article 8 – Liability – Insurance

It is agreed between the parties that CAPTIVEA is subject to an obligation of means. Accordingly, CAPTIVEA's liability may be invoked only in the event of proven fault on the part of CAPTIVEA.

CAPTIVEA shall not be liable for any indirect loss or damage suffered by the Client, such as commercial loss, loss of profit, loss of reputation, loss of data, or any other loss or damage arising from the performance of the Services, the use of the Software, the inability to use the Software, or the use of results obtained through the Software. Any action brought against the Client by a third party shall be deemed to constitute indirect damage.

In the event of proven fault, CAPTIVEA’s liability shall be expressly limited to the amounts paid by the Client during the twelve (12) months preceding the incident that caused the loss or damage, even in the event of termination or cancellation of the Contract.

CAPTIVEA maintains professional liability insurance, which it undertakes to keep in force throughout the term of the contract, and shall produce proof thereof upon the Client’s request.

Article 9 – Deadlines

The deadlines and delivery dates indicated in the Quote or commercial proposal are given for information purposes only, unless expressly agreed otherwise. Accordingly, in the event of any delay attributable to CAPTIVEA, no penalties or compensation may be claimed, nor any change in price, cancellation of the order or rejection by the Client.

If the delay is caused by the Client (change requests, delay in providing information, etc.) or by a CAPTIVEA supplier, delivery shall be postponed based on CAPTIVEA’s availability, without CAPTIVEA incurring any liability.

If the delay exceeds thirty (30) days after a follow‑up without response, CAPTIVEA may terminate the contract, and the Client shall remain liable for all invoices and orders up to the date of termination.

Article 10 – Financial Terms

Article 10.1 – Pricing

Service prices are quoted in Ariary, excluding all taxes and duties. However, if the software licence price is based on a supplier price outside Madagascar, this price may be quoted in foreign currency, in which case it will be converted into Ariary at the exchange rate in force on the date of billing (or renewal).

Annual licence management fees, specified in the quotation or commercial proposal, may be charged to the Client.

Article 10.2 – Price Revisions

CAPTIVEA reserves the right to revise its prices at any time to reflect price revisions by its own suppliers (publishers) or changes in its internal costs.

The Client may refuse this modification and terminate the contract without penalty by sending a registered letter to CAPTIVEA within thirty (30) days following the notification of the new prices.

If no termination is notified within this period, the revised prices shall automatically apply to the current contract. In the event of termination, the provisions of Article 17 shall apply.

Article 10.3 – Invoicing

Invoices are sent in electronic format; however, the Client may request a paper copy, which may attract management fees.

Article 10.4 – Payment

Unless otherwise expressly agreed between the parties, the Client agrees to pay the full amount for the services listed in the quotation or commercial proposal upon confirmation of the order.

Payment shall be made by bank transfer or cheque payable to CAPTIVEA, it being understood that any bank charges (including rejection charges) levied by an intermediary or paid by CAPTIVEA shall be passed on to the Client.

In case of delayed payment, penalties will be levied from the payment due date until the principal amount is fully paid. The applicable penalty rate is fixed at 12% per annum.

Further, if any extrajudicial or judicial proceedings become necessary, all costs relating to recovery and such proceedings shall be borne exclusively by the Client.

For licence renewals, late payment penalties will be applicable in addition to those imposed by the Publisher and will be automatically charged to the Client (see Part B, Article 2).

Article 10.5 – Service Delivery

The Client will be supported by purchasing a "time package", which allows them to maintain a credit of hours with CAPTIVEA for the services specified in the Quote or Commercial Proposal.

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

All services performed in "Time Package" mode, excluding functional support, will result in an estimate of the time consumed, according to the procedure indicated in the Quote or Commercial Proposal.

Any request requiring, according to CAPTIVEA's estimate, an intervention time of four (4) hours or less will be executed without prior validation by the Client.

Requests are estimated for information purposes only and must be validated by the Client. It is specified that the actual intervention time will be debited from the time package during performance of the service. In case a request is not validated, the time spent qualifying it will also be debited from the package, based on the actual time spent.

The intervention time will be deducted in increments of fifteen (15) minutes.

The services covered by the "Time Book" do not include travel expenses. Consultant travel expenses will be invoiced to the Client on actuals.

Consultant travel time will be debited from the Time Book.

If no additional time package is renewed in advance, and to ensure continuity of service, CAPTIVEA reserves the right to handle any additional or pending requests at the hourly rate in force on the date of intervention, fixed at 250,000 Ariary. Invoices will be raised bimonthly and will be payable on receipt.

To optimise CAPTIVEA's support, the Client agrees to hold a quarterly meeting of at least thirty (30) minutes with their designated contact person.

In case of termination of the contract, for any reason whatsoever, the remaining balance of hours in the time package shall not be refundable.

Article 10.6 – Guarantee Deposit Clause for Services Billed Monthly in Arrears

  1. Guarantee Deposit for Monthly Billed Services: For services billed monthly, a guarantee deposit will be required.
    The guarantee deposit must be equivalent to 100% of the total estimated amount for the month, inclusive of all taxes.
    Payment will be made using any payment method accepted by the company.
  2. Deposit Adjustment: If, during any month, the total invoiced amount exceeds the initial guarantee deposit, the deposit shall be adjusted accordingly.
    This adjustment shall ensure that the guarantee deposit is at least 100% of the total monthly invoice amount.
  3. Guarantee Deposit Invoicing and Regular Monthly Invoicing: At the commencement of the service period, a guarantee deposit shall be invoiced to the Client.
    Thereafter, the regular monthly invoicing mechanism shall apply.
  4. Return of the Guarantee Deposit at the End of the Contract: Upon termination of the contract, the guarantee deposit shall be refunded by allocating service hours equivalent in value to the initial guarantee deposit amount.
    The request for refund of the guarantee deposit must be initiated within 12 months from the date of termination of the contract to be considered valid. After this period, the request shall be treated as void and shall not be accepted.

Article 10.7 – Maintenance Service Billing

After completion of the services, if any corrections are required, CAPTIVEA shall raise an invoice for the additional time incurred. The Client shall be informed in advance of the additional hours required.

Article 10.8 – Lump-Sum Warranty

CAPTIVEA offers an optional lump-sum warranty covering post-delivery corrections. To avail this facility, the Client may subscribe by paying 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, all corrections after delivery shall be billed on a time-spent basis.

Article 11 – Confidentiality

The Parties agree not to disclose any confidential information of the other Party that they may become aware of during the course of execution of the services.

Thus, the Parties commit to strictly maintaining this confidentiality and not sharing any non-public information with anyone, both during the contract’s term and after its expiry. In particular, the Client agrees not to share any information about CAPTIVEA’s software solutions with any third party, and CAPTIVEA agrees not to disclose the Client’s confidential information or use it for any purpose other than that which is strictly necessary to provide the services.

The terms and conditions of the relationship between CAPTIVEA and the Client are also considered confidential.

Information that is publicly available at the time of disclosure or later becomes available without a breach of confidentiality by either Party, or that is legitimately obtained from a third party without breaching confidentiality agreements, is not considered confidential.

Article 12 – Non-Solicitation of Personnel

The Client agrees not to solicit, hire, or employ, directly or indirectly, any employee or former employee of CAPTIVEA for the duration of the Contract and for a period of one (1) year following the end of the Contract, regardless of the cause, whether or not they participated in the execution of the Contract.

In the event of a violation of this clause, the Client will be required to pay CAPTIVEA compensation equal to one year of the employee’s gross salary, including employer contributions.

Article 13 – Commercial References

By accepting these General Terms and Conditions and throughout the duration of the Contract, the Client expressly authorises CAPTIVEA to mention them as a reference and to reproduce the Client's logo or brand on its website and commercial documents, in compliance with the Client’s brand guidelines. Likewise, the Client may publicly state that they are a client of CAPTIVEA.

Article 14 – Force Majeure

The obligations of each party under these terms will be suspended in the event of force majeure, as defined by Article 51 of Law 66-003 on the general theory of obligations. Force majeure is understood as any normally unforeseeable, insurmountable event originating from an external cause. By express agreement, the following are considered as force majeure: malfunction, restriction, or interruption of electrical networks, telecommunications, or Internet services, including any service outage or interruption from CAPTIVEA's service providers or subcontractors.

In the event of force majeure, the affected party must promptly inform the other party in writing of the duration and foreseeable consequences of the event. If the force majeure situation persists beyond sixty (60) days from the notification, the affected party may terminate the Contract without compensation by sending a registered letter with acknowledgement of receipt to the other party.

Article 15 – Assignment

The Client cannot assign or transfer the Contract to a third party without CAPTIVEA’s prior written consent.

CAPTIVEA, however, may assign its rights and obligations under the Contract at any time, provided that the Client is informed. In this case, CAPTIVEA will be released from all obligations towards the Client, both for obligations already fulfilled and those yet to be performed.

Article 16 – Early Termination

If one of the parties fails to meet its essential obligations (such as non-payment by the Client or failure to collaborate by the Client) and does not remedy this breach within one (1) month of receiving a formal notice by registered letter with acknowledgement of receipt, the other party may terminate the Contract by sending a registered letter with acknowledgement of receipt.

In the event of early termination due to a breach by the Client, CAPTIVEA may levy a penalty of 10% on the remaining unpaid amounts, in addition to any damages for loss suffered.

If the Client unilaterally cancels the Contract, all amounts due will immediately become payable, and the Client must settle them within a maximum of thirty (30) days after receiving the invoice.

Article 17 – Consequences of Contract Termination

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

  • Immediately cease using the Software,
  • Return to CAPTIVEA all Software elements and copies within ten (10) days from the date of termination or expiry,
  • Pay all amounts due to CAPTIVEA within fifteen (15) days.

Upon termination, fees already paid for the current period will not be refunded, and any remaining time in the time packages will not be refunded either.

Upon the end of the Contract, CAPTIVEA undertakes to return or destroy all documents belonging to the Client that CAPTIVEA obtained during the provision of services, without retaining any copies.

Article 18 – Severability of Contractual Provisions

If any contractual provision is affected by an event, for whatever reason, such as deletion, inability to execute, or invalidation by a court decision, this will not affect the enforceability of the other provisions of these General Terms and Conditions.

Article 19 – Non-Waiver

Failure by one party to enforce or demand the application of any provision of these terms will not be construed as a waiver of that provision.

This will not diminish either party’s rights or affect future enforcement of the Contract’s provisions.

Article 20 – Applicable Law and Dispute Resolution

These General Terms and Conditions of Sale are governed by Malagasy law.

In the event of a dispute and if no amicable agreement is reached, the commercial court of Antananarivo will have exclusive jurisdiction, even in the case of multiple defendants, third-party proceedings, or urgent, protective, summary, or ex-parte proceedings.

Part B – Specific Terms for Software and Module Licences

Article 1 – Acceptance of Licence

When software integration is carried out, licences for the software are granted, the number of which is defined by the Client in the Contract.

Before placing an order for these licences, the Client must accept the End User Licence Agreement with the Publisher.

The Client must use the software in accordance with the terms of the user licence. The Contract becomes effective upon the Publisher’s acceptance of the licence order.

Article 2 – Publisher’s Commercial Policy

CAPTIVEA’s partner Publishers may modify their commercial policies without prior notice. CAPTIVEA may apply these modifications to ongoing Contracts with the Client without notice, including but not limited to:

  • Changes in licence pricing due to revisions in the Publisher’s prices,
  • The billing of late fees imposed by the Publisher for late payments,
  • The end of maintenance or support for unsupported software versions,
  • Contract termination if it no longer meets the Publisher’s eligibility conditions.

CAPTIVEA will inform the Client of changes and their effects. Termination does not entitle the Client to a refund of amounts paid. If the Contract is not yet in force and a Publisher policy change prevents its execution, CAPTIVEA may cancel the Contract without fees or compensation.

Article 3 – Duration and Termination

Any software licence contract not terminated within the specified timeframe will be invoiced to the Client, even if the software is not used.

Article 4 – Client Responsibility

The Client confirms that the software meets their needs. CAPTIVEA is not responsible for the software’s failure to meet the Client's specific objectives. The use of the software is under the Client’s responsibility, and the Client must collaborate with CAPTIVEA to ensure compliance with obligations to the Publishers.

Article 5 – Number of Licences

The subscription contract specifies the number of user licences, which determines the licence fees. The Client must use the software for the number of users specified.

In case of modification in the number of accounts, the Client must notify CAPTIVEA within 48 hours. The deletion of an account during the subscription does not reduce the subscription fee nor entitle the Client to a refund.

A management fee of 100,000 Ariary will apply for any account deletion during the three months prior to renewal.

Article 6 – Price and Payment

The price of licences may be in foreign currency, converted into Ariary at the exchange rate applicable on the billing date.

Annual licence management charges may be applied. Unless otherwise specified in the Quote or commercial offer, licences are payable annually in advance upon receipt of the invoice.

Part C – Terms Specific to Software Integration and Specific Development Services

Article 1 – Basic Operation

The solution proposed by CAPTIVEA and selected by the Client is based on an existing Software or Software Solution. The requested customisations must be achievable using the standard functionalities of the selected Software Solution (configurations, development tools provided by the system).

The possibilities, usage, and working methodologies depend on the functionalities of the Software, ensuring scalability, uniformity, and skill enhancement across the entire system.

The Client agrees that the presentation of information and other user interface elements will remain as proposed by the Software in its standard form. Document generation will follow the customisation options offered by the Software, based on documents provided by the Client (logo, colour codes).

Article 2 – Data Migration

If the contract includes data migration services, these will consist of importing data from the old software using a simple column-matching script from the file provided by the Client to the new Software Solution’s database.

The Client is responsible for extracting the data and providing it to CAPTIVEA's team in the form of flat files that can be processed with standard office software (Microsoft Office) or from a MySQL relational database.

Unless otherwise stated in the Quote or commercial offer, data migration services do not include cleaning, qualifying, modifying, or formatting data. The Client must provide a clean, exhaustive data file ready for insertion into the new software.

If incorrect or incomplete files are provided, the data migration services will be re-billed to cover the additional workload.

Article 3 – Preliminary Testing

The Client may request preliminary tests before installing the Software or Software Solution. This service will be mentioned in the Quote.

CAPTIVEA will carry out internal tests to verify the correct functioning of the Software Solution in accordance with the terms of the commercial proposal.

CAPTIVEA will rectify any anomalies identified during the tests, within the framework of the time allowance approved by the Client.

Article 4 – Software or Solution Delivery

If the Client carries out the installation on their own, they must prepare their Information System in accordance with the technical specifications and prerequisites provided by the Publishers.

If the installation is carried out by CAPTIVEA , the Client must comply with the additional prerequisites provided by CAPTIVEA.

The Client must also prepare the necessary configurations to establish links with other applications in their Information System (telephony server, document management system, ERP, CRM, internal database, etc.).

Article 5 – Delivery and Installation – Acceptance

The delivery and installation of the Software Solution shall be carried out in accordance with the modalities specified in the Contract.

The Client shall, upon delivery by CAPTIVEA, verify that the Software Solution meets its requirements.

Article 6 – Suspension of Services

If the Client does not respond to CAPTIVEA’s requests necessary for proper execution of the services, CAPTIVEA may, after a final request remains unanswered for 30 days, immediately suspend the Contract.

The suspension shall take effect upon notification to the Client and shall remain in force until the requested items are provided. If the Client does not respond within three months from the date of the suspension notification, CAPTIVEA may terminate the Contract without further notice. The provisions of Article A.16, paragraph 2, shall apply.

Article 7 – Intellectual Property

Where the Contract provides for the use of Software or Additional Modules developed by a Publisher, the Client is granted a limited right to use the software under the Publisher’s licence agreement. Ownership of the Software and Modules shall remain with the Publisher.

For Additional Modules or Specific Developments created by CAPTIVEA, unless otherwise specified, CAPTIVEA shall retain all intellectual property rights.

These General Terms do not grant the Client any exploitation rights.

CAPTIVEA grants the Client a personal, non-transferable and non-exclusive licence to use the Additional Modules and Specific Developments for the operation of the Software Solution, for the authorised number of users, subject to payment of the licence fees as defined in the Contract.

The Client may not modify, distribute, adapt, or commercially exploit the Software Solution, including the Additional Modules and Specific Developments.

If the rights to Specific Developments are transferred to the Client, this will only be effective after full payment for the Developments. CAPTIVEA reserves the right to use the knowledge acquired and to develop similar solutions for third parties. CAPTIVEA retains ownership of the methods, tools, and know-how used.

Article 8 – Service Guarantee

CAPTIVEA does not guarantee the absence of defects in the Software or the Software Solution.

To this end, CAPTIVEA offers a maintenance contract, which can also be in the form of a time allowance, covering the core of the Software or Software Solution.

The Client must report any malfunction by submitting a request through CAPTIVEA's Client portal. Based on the information received, CAPTIVEA may:

  • Provide a solution via email or phone,
  • Conduct a reproduction test remotely with the Client,
  • Forward the malfunction to the Publisher if the maintenance contract is in force,
  • Opt for another solution suitable to the circumstances.

The costs incurred in implementing this guarantee shall be borne exclusively by the Client.

If the Client does not wish to engage CAPTIVEA, a request may be submitted to the Publisher’s support in accordance with the terms and conditions of the Maintenance contract included in the Quote with the Software Solution Publisher.

If the Client’s request requires intervention by the Publisher, it will be handled under the terms and conditions of the Publisher’s own guarantee. This may specifically require installing a fix or update to the Software Solution recommended by the Publisher.

Part D – Specific Terms for Maintenance and Support

Article 1 – Definitions

  • Non-blocking Anomaly: Any minor or major malfunction that allows partial or complete use of the functionalities, even if this requires a workaround.
  • Blocking Anomaly: Any malfunction that makes it impossible to use all or part of the Software functionalities.
  • Corrective Maintenance: Correction of major and minor anomalies in the Software or Software Solution.
  • Support: Assistance with using the Software or Software Solution.
  • Publisher Maintenance: Management of the interface with Software Publishers in case of anomalies in the software core.

Article 2 – Corrective Maintenance and Support

The Client may enter into a Maintenance Contract, which will specify a time allowance. This allowance will commence from the date mentioned in the said allowance.

CAPTIVEA will provide Corrective Maintenance for the Software or Software Solution, as well as Support, in accordance with the procedure set out in Article 3.

At its discretion, CAPTIVEA may offer workarounds, rectify non-blocking anomalies by providing fixes, or raise a request with the Publisher’s support team in accordance with the terms and conditions of the contract included in the Quote or commercial proposal with the Software Solution Publisher.

If the Client’s request requires intervention by the Publisher, it will be handled under the terms and conditions of the Publisher’s own guarantee. This may specifically require installing a fix or update to the Software or Software Solution recommended by the Publisher. CAPTIVEA cannot be held liable for a delayed response to a support or maintenance request or for its inability to resolve a reported anomaly if it has used all necessary means, particularly with the Publisher of the Software concerned, to resolve the issue.

Article 3 – Procedure

Support and Corrective Maintenance requests must be submitted exclusively through CAPTIVEA's technical platform in the Client’s personal area. Requests must be consolidated and raised only by the technical contact specified in Part 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., except on public holidays and during company closure periods, or as otherwise mutually agreed between the parties. Requests will be prioritised and handled by CAPTIVEA based on their urgency.

Article 4 – Evolutionary Maintenance

Given the services already provided to adapt the software to the Client’s expressed needs, it is explicitly stated that software updates and evolutions are not included in Corrective Maintenance or the Warranty.

Any installation of an update or new version will be treated as a separate service and invoiced accordingly.

Article 5 – Exclusions

CAPTIVEA is released from all responsibility regarding its maintenance and support obligations for anomalies resulting from:

  • The inadequacy of User workstation specifications, including memory capacity, disk space, or any useful peripheral for proper Software operation as specified in the contract.
  • Malfunctions related to third-party software (other than the Software) installed on User workstations.
  • A failure or issue resulting from any intervention or manipulation performed by the Client and/or a third party on the Workstations that affects the Software’s proper functioning.
  • More generally, any third-party intervention, not authorised by CAPTIVEA, on the Software or Software Solution.