France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 3 - Last updated 16/05/2024

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

CAPTIVEA provides consulting, software integration, training and bespoke 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 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 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 the event 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 duration of the licence and its price.

Specific Developments: Software developments created by CAPTIVEA in addition to the Software and Add-on Modules, designed specifically to meet the Client's requirements.

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 develops 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 accounts.

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 working environment, from or through the entry of real data, for the performance of real work.

Add-on Modules: Computer programs developed or distributed by CAPTIVEA, intended to be supplied to multiple users for the same application or function, to supplement the core features of the Software, as specified 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 provision of service is subject to a quotation or a prior commercial proposal. Only the prices and information set out in this quotation or commercial proposal shall have contractual force, to the exclusion of the 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 concluded as soon as CAPTIVEA is informed of the Client's acceptance of the quotation or the commercial proposal, either through post sent to the registered office of CAPTIVEA or via email.

In the case of acceptance via email, the contract will be considered formed only from the date of dispatch of the acknowledgement of receipt or confirmation of the Client's email by CAPTIVEA.

Acceptance of the quotation or the 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 explicitly stated otherwise in the quotation or the commercial proposal, the contract comes into force on the day it is concluded.

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

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

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

ARTICLE 4 – ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

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

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

The modifications to the General Terms and Conditions will apply to ongoing contracts thirty (30) days after these modifications are sent to the Client by email. If the Client rejects these modifications, they may terminate the Contract by sending a registered letter with acknowledgement 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 of result. 

CAPTIVEA's liability is governed by the provisions set out 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 does not constitute a 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 commitment of resources.

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

ARTICLE 6 – 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 timelines specified in the Contract. The Client shall promptly inform CAPTIVEA of any factors that may affect the proper execution of the Services. The Client further undertakes to inform CAPTIVEA of any changes relating to the information provided and shall bear sole responsibility for any malfunction arising therefrom.

If the Services chosen by the Client are to be carried out at the Client's premises and/or using the Client's equipment, the Client undertakes to ensure CAPTIVEA has unrestricted access to its premises and/or equipment and to provide the tools strictly necessary for the proper execution of the Services. 

The Client undertakes to comply with all technical prerequisites necessary for the installation and operation of the Software and the Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for indicative purposes 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 competent to address functional and/or technical queries raised by 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 be able to provide well-informed responses to queries from our teams, the designated person must also have undergone training on the basic functionalities of the Software Solution. 

In case of such person's absence, the Client shall promptly designate an alternate contact so as not to impede the progress of the project and shall request CAPTIVEA to provide additional basic training to 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 these Services in a professional manner and in accordance with industry standards, subject to the Client duly fulfilling its own obligations. 

In the absence of specific provisions, the documentation for the Software or Software Solution and 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 about 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 bound only by an obligation of means. Consequently, CAPTIVEA's liability shall arise only in the event of proven fault on its part, established by the Client.

It is expressly agreed that CAPTIVEA shall not be liable for any indirect losses or damages that the Client may incur, such as commercial losses, loss of profit, damage to brand image, loss of data, or any other indirect consequences arising from the performance of the Services, or from the use of the Software, the inability to use the Software, or the use of results obtained through the 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, shall be expressly limited to the total amount paid by the Client under the Contract during the twelve (12) months preceding the occurrence of the damage, including in the event of termination or cancellation of the Contract. 

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

ARTICLE 9 – DEADLINE  

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

If the delay is attributable to the Client (modification requests, awaiting inputs, etc.) or 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 unsuccessful follow-up, CAPTIVEA reserves the right to terminate the contract, with the Client remaining liable for all invoices and orders placed before such 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, 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 billing for the Licence (or its renewal).

Annual fees for licence management, specified in the Quote or commercial proposal, may be chargeable 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 period, 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 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 of the services outlined in the quotation 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 charges (including rejection charges) levied by a financial intermediary or paid by CAPTIVEA will be invoiced to the Client. 

In case of 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 towards recovery costs, the amount of which is set at €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may claim additional compensation, subject to justification. 

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

Article 10.5 – Execution and Payment of Services 

The Client will be supported by purchasing in advance a "time booklet", which allows them to acquire a block of available time from CAPTIVEA for carrying out 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 renewal of the time booklet. 

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

Any requests which, according to CAPTIVEA's estimate, require 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 in advance, with the actual intervention time being deducted from the time booklet upon completion. For any non-validated request, the qualification time is deducted on actuals. 

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

When the contracted hours under the time booklet have been fully utilised, if the Client has not already renewed an additional time booklet 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 on which the work is carried out by our teams (as of 01/01/2022: €150/hour). The invoice will be raised every two months and will be payable immediately on receipt. 

Services provided under the "Time Booklet" mode do not include any travel expenses. 

To enable CAPTIVEA to provide support in the best possible conditions, the Client agrees to hold at least one quarterly meeting of thirty (30) minutes between their CAPTIVEA contact person and themselves. 

In the event of termination of the Contract, irrespective of the reason, any remaining time balance acquired through the time booklets shall be 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 shall 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 equal to 100% of the total monthly invoice amount. 

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

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

Thereafter, 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 effected by allocating service hours equivalent to the initial amount of the guarantee.  

The request for refund of the deposited guarantee must be initiated within 12 months from the date of termination in order to be considered valid. Beyond this period, the request shall 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 providing CAPTIVEA’s services and/or in 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 that comes to their knowledge, 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 providing services to the Customer. The terms and conditions governing the relationship between CAPTIVEA and the Customer shall be treated as 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 obligations, or that is lawfully obtained from a third party without breach of any confidentiality obligation relating to such information, shall not be regarded as confidential.

ARTICLE 12 – NON-SOLICITATION

During the entire term of the Contract and for a period of one (1) year from the date of termination 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 been involved in the performance of the Contract.

In the event of any breach of this clause, the Customer shall pay to CAPTIVEA compensation equivalent to one (1) year of the gross cost to company (including employer contributions) of the concerned employee.

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, ensuring accurate reproduction in line 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 the French courts. By express agreement, events considered as force majeure include malfunctions, restrictions, or interruptions of electrical or telecommunication networks, Internet networks, and in particular any breakdowns or interruptions of services at CAPTIVEA’s providers or subcontractors. In such a case, the party affected by the force majeure event will promptly, and in writing, inform the other party of its duration and foreseeable consequences. If the force majeure event continues for more than 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 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 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 – ANTICIPATED 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 of receipt, the other party may terminate the Contract automatically by registered letter with acknowledgement of receipt.

Furthermore, in the event of early termination due to the Client's breach, CAPTIVEA reserves the right to apply a penalty to the Client fixed at 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 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 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 defined 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 accordance with the terms and conditions of the end-user licence agreement. 

Furthermore, the coming into force of the Contract is subject to acceptance by the Publisher of the licence order placed 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 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 prices, 
• Automatically invoice any late payment charges applied by the publisher in the event of delayed payment (payment made 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 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, if the Contract that has been formed has not yet come into effect, and a change in the Publisher’s commercial policy occurring between the formation of the Contract and its coming into effect would prevent the Contract from being executed, CAPTIVEA may cancel the Contract without any cost or indemnity. 

ARTICLE 3 – DURATION – TERMINATION

Any Licence contract not terminated within the timelines and in accordance with the procedures specified in Article A.3, whether it is a total or partial termination, will be invoiced to the Client, irrespective 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 CAPTIVEA can fulfil its commitments to Software Editors or Additional Modules, and so that the Licences can be executed under the conditions specified in the Quote. 

ARTICLE 5 – NUMBER OF LICENCES 

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

The Client agrees to use the Software or Software Solution for the number of users declared in the Agreement, and in accordance with the definition given in the end-user licence 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 solution 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 options offered by the software, drawing inspiration, where possible, from the documents provided by the Client (logo, colour codes).

ARTICLE 2 – DATA MIGRATION 

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

The extraction of data from the old system and its 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, de-duplication, 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 in a timely manner to CAPTIVEA's requests necessary for the proper execution of the Services, CAPTIVEA may, after issuing a final written request to the Client to provide the requested documents or information within a maximum period of 30 days and receiving no response, decide to suspend the Contract with immediate effect.

This suspension shall take effect from the date it is notified to the Client and shall 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

Where the Contract involves providing the Client with access to software or additional modules made available by a Publisher, the Client shall have the right to use such software or additional modules within the limits and conditions of the end-user licence agreement proposed 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 clause, 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 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 on the basis of elements similar to those developed at the Client’s request. In all circumstances, CAPTIVEA remains the exclusive owner of the methods, tools, and know-how used in the course of providing its services. 

ARTICLE 8 – SERVICE WARRANTY

CAPTIVEA does not warrant that the Software or Software Solution is free from defects. CAPTIVEA also offers a maintenance contract, which may be in the nature of a time-based package, covering the core functionalities 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 will have been provided to the Client’s designated contact person. Based on the information received and the level of detail 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 when it relates to 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 in accordance with the terms and conditions of the maintenance contract subscribed to in the Quote with the Software Solution Publisher. In the event the Client’s request requires intervention by the Publisher, it shall be handled in accordance with the conditions and timelines specified by the Publisher at the end of its own warranty. In particular, this may require 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 functionalities, even if this 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, effective 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 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 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. 

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

CAPTIVEA shall not be held liable for any response considered delayed to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, provided it has deployed all necessary means, especially with the Publisher of the Software concerned, to resolve this malfunction.

ARTICLE 3 – PROCEDURE

Requests for Support and Corrective Maintenance must be submitted exclusively through the CAPTIVEA technical platform, in the Client's personal space. Requests should be centralised and raised 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 level of urgency.

ARTICLE 4 – EVOLVING MAINTENANCE

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

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from all responsibility with regard to its obligation for maintenance and support for anomalies arising from:

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