France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 5 - Last Updated  02/09/2025

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 and conditions 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 assigned to it in the following 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 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 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, 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 audits, 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: Installation service at the Client's location or in hosted mode, of a Software or Software Solution licensed to the Client.

Go-Live: The actual use of the Software by the Client in its work environment, starting from or via the entry of real data, for the completion of effective work.

Add-on Modules: Computer programs developed or distributed by CAPTIVEA, designed to be provided to multiple users for the same application or function, to complement the basic features of the Software, detailed in the Quote.

Acceptance Testing: Client's validation of the Software Installation, either expressly or tacitly 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, authorized to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each provision of service is contingent upon a quotation or a preceding commercial proposal. Solely the prices and information delineated in this quotation or commercial proposal carry contractual weight, with the exclusion of prices and information presented in catalogues, brochures, and on the CAPTIVEA website, which are provided purely for indicative purposes.

The contract shall be deemed to have been concluded as soon as CAPTIVEA becomes aware of the Client’s acceptance of the quotation or commercial proposal, whether by postal mail sent to CAPTIVEA’s registered office or via email.

In the case of acceptance via email, the contract shall be considered to have been formed only from the date on which CAPTIVEA sends an acknowledgement of receipt or a 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 any other certified electronic signature provider) in compliance with Articles 1364 and subsequent articles of the Civil Code.

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

Once the Contract is formed, it shall be irrevocable. However, in the event of unilateral cancellation by the Client, irrespective of the reason, all amounts due under the Contract shall become immediately payable, and the Client shall be required to settle the same within a maximum period of thirty (30) days from the date of 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 period is specified in the Quote.

This Contract shall be automatically renewed on its expiry by tacit renewal for further periods of one (1) year, unless either party informs the other of its intention to terminate the Contract by registered post with acknowledgement 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 incur a fixed management fee of 200 € (excluding VAT) 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 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 full and final acceptance of these General Terms and Conditions by the Client, to the exclusion of all other documents issued by the Client, provided that the Client 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 these modifications have been despatched to the Client by email. If the Client rejects these modifications, they may terminate the Contract by sending a registered letter with acknowledgement due to CAPTIVEA within the 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 does not undertake 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 shall not constitute 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, together with a commitment of resources.

If applicable, the Client accepts that this phase might prompt CAPTIVEA to reassess 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 bona fide information, along with all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract. The Client will promptly inform CAPTIVEA of any elements that may affect the proper performance of the Services. The Client further undertakes to inform CAPTIVEA of any changes concerning the data provided and will be solely responsible for any malfunction or disruption arising therefrom.

If the Services chosen by the Client are to be carried out from the Client's premises and/or with the Client's equipment, the Client undertakes to ensure CAPTIVEA has unrestricted 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 purely for guidance 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 case of the designated person's absence, the Client shall promptly nominate an alternate 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 the Client decides otherwise, this designated person will also be the sole point of contact for CAPTIVEA for Support. 

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA undertakes to allocate the time and the necessary human, material and technical resources for completion of the Services ordered by the Client, and to perform them 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 the 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, as well as 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 be invoked only in the event of proven fault on its part, established by the Client.

It is expressly agreed that CAPTIVEA cannot be held liable for any indirect damages that the Client may suffer, such as commercial losses, loss of profit, damage to brand image, loss of data, or any other loss 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 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 in the twelve (12) months preceding the occurrence of the damage, even in the case of termination or cancellation of the Contract. 

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain this cover for the entire duration of this contract and to provide proof of the same 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 specified. 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, pending inputs, etc.) or a supplier of CAPTIVEA, the delivery date will accordingly be rescheduled 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, its price may be expressed in foreign currencies. In such a case, it will be converted into euros based on the exchange rate applicable on the date of billing for the Licence (or its renewal).

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

Article 10.2 – Rate Revision  

CAPTIVEA reserves the right to revise its prices at any time to reflect changes in the pricing of its own suppliers (Publisher) or changes in its internal costs. The Client has the option to refuse this revision and terminate the Contract without penalty by sending a registered letter with acknowledgement of receipt to CAPTIVEA within thirty (30) days from the date on which CAPTIVEA sends these new rates.  

In the absence of termination within the prior notice, the rate modifications will automatically apply to the ongoing Contract. In case of termination, the provisions of Article 17 apply. 

Article 10.3 – Invoice Delivery 

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

Article 10.4 – Payment 

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

Payment is to be made by bank transfer or by cheque drawn in favour of CAPTIVEA. All bank charges (including rejection charges) levied by a financial intermediary or paid by CAPTIVEA will be invoiced to the Client. 

In the event of a delay in payment, in full or in part, for any reason whatsoever, a late payment interest will be levied at the contractual rate of 12% per annum from the due date, without any requirement for a reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client will also be liable to pay a fixed indemnity towards recovery costs, the amount of which is set at €40. However, if the actual 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 applied by the Publisher and will be automatically passed on to the Client (see Part B, Article 2).

Article 10.5 – Performance and Payment of Services 

The Client may, in advance, purchase a "time booklet", which allows them to obtain a reserve of time from CAPTIVEA for the delivery of various services specified 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 rate in force at the time of the order or at the time of renewal of the time booklet. 

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

Any request which, in CAPTIVEA's estimation, requires a maximum of four (4) hours of work will be carried out without prior validation by the Client. Requests are estimated for information purposes and must be validated in advance by the Client, it being understood that the actual time spent on the intervention will be deducted from the time booklet on completion. For any request that is not validated, the qualification time will be deducted on an actual-time basis. 

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

When the contracted time booklet has been fully used, if an additional time booklet has not been renewed in advance with our services and in order to ensure continuity of service for the Client, CAPTIVEA may process all additional or outstanding requests from the Client based on 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. 

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

For CAPTIVEA's support to be provided in the best possible conditions, 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, regardless 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 services invoiced on a monthly basis, a security deposit will be required from the client.

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

The payment of the security deposit may be made through any mode of payment accepted by the company. 

2. Adjustment of the security deposit: 

If the total amount invoiced 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 equal to at least 100% of the total monthly invoiced amount. 

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

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

Subsequently, the monthly billing system will come into effect. 

4. At the end of the contract:

Upon termination of the contract, the refund of the security deposit will be made by crediting 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 to be considered valid. Beyond this period, the request will be treated as void and cannot be accepted.

Article 10.7 - Billing for Maintenance Service

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

Article 10.8 - Flat Rate Warranty

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

Article 10.9 - Annual price revision for pay as you go

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

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

Where:

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

ARTICLE 11 – CONFIDENTIALITY

The Parties undertake not to disclose the 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. Thus, the Parties commit to strictly observe this confidentiality and not to communicate to anyone any non-public information they may be aware of, both during the term of the contract and after its expiration. In particular, the Customer agrees not to disclose to any third party, all or part of the information gathered on CAPTIVEA's software solutions, and CAPTIVEA undertakes not to disclose the confidential information of the Customer 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 of the relationship between CAPTIVEA and the Customer are considered confidential. Information publicly available at the time of disclosure or that becomes subsequently available without a breach by either Party of its confidentiality obligation or legitimately obtained from a third party without a violation of a confidentiality agreement regarding that information is not considered confidential. 

ARTICLE 12 – NON-SOLICITATION

During the entire term of the Contract and for a period of one (1) year from the End of the Contract, for any reason whatsoever, the Customer agrees not to solicit, hire, or engage, directly or indirectly, any employee or former employee of CAPTIVEA during the term of the Contract, whether or not they have participated in the execution of the Contract. 

In the event of a breach of this clause, the Customer shall pay CAPTIVEA compensation equal to one year of the gross loaded salary (including employer contributions) of the affected 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 reference them as a client and to reproduce on its website and commercial documents the logo or brand provided by the Client for accurate reproduction in accordance with the Client's graphic charter. Similarly, the Client may state that they are a client of CAPTIVEA.

ARTICLE 14 – FORCE MAJEURE

The performance of the obligations incumbent upon each party under these terms shall 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 providers or subcontractors of CAPTIVEA. In such a case, the party affected by force majeure shall 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 further formality other than sending a registered letter with acknowledgment 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 – SUBCONTRACTING 

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

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

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

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

​(i) replace the Subcontractor; or

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

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

​(i) any amounts due; and

​(ii) the reasonable costs incurred by CAPTIVEA in engaging the Subcontractor.

ARTICLE 17 – ANTICIPATED TERMINATION 

In the event of a breach by either party of its material obligations (namely, default in payment or failure of the Client to comply with 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 acknowledgment of receipt, the other party may terminate the contract automatically by registered letter with acknowledgment of receipt. 

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

In case 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 18 – CONSEQUENCES OF TERMINATION OF THE CONTRACT 

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

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

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

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

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

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

ARTICLE 19 – SEVERABILITY OF CONTRACTUAL PROVISIONS 

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

ARTICLE 20 – NO WAIVER

In the event that either party fails to enforce or claim the application of any provision herein by the other party, such conduct shall not be construed as a waiver of such application and shall not prejudice the respective rights of the parties.

ARTICLE 21 – INSOLVENCY PROCEEDINGS

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

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

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

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

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

ARTICLE 22 – 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 granting of Software Licenses, the quantity of which is defined in the Contract by the Client. 

The Client must validate the terms of the Software license with the publisher before ordering the licenses through CAPTIVEA. 

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

Furthermore, the Contract shall only come into effect subject to the Publisher accepting 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. 

Accordingly, CAPTIVEA reserves the right to pass on these modifications, whatever their nature, to current Contracts with the Client, without prior notice.

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

• Revise the licence fees in the event of any change in the Publisher's prices,
• Automatically invoice any late payment charges levied by the Publisher in the event of delayed payment (payment after the start of the invoiced period),
• Terminate Maintenance or Support for versions not supported by the Publisher,
• Terminate the Contract if it no longer meets the eligibility conditions in force by the Publisher. 

CAPTIVEA shall inform the Client as soon as it becomes aware of this change in commercial policy and shall notify the Client of the effective date of the change or, as the case may be, of the termination. Such termination shall not entitle the Client to any compensation or refund of amounts paid under the Contract to CAPTIVEA.

Furthermore, if the concluded Contract has not yet taken effect, and a change in the Publisher's commercial policy occurring between the conclusion of the Contract and its effective date prevents the performance of the Contract, CAPTIVEA may cancel the Contract without any cost or compensation.

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 event of adding, modifying or deleting user accounts, the Client undertakes to inform CAPTIVEA within 48 hours, it being specified that the deletion of an account during the subscription period will not result in any reduction in the applicable subscription amount or any refund of Licence fees already paid. During the three (3) months preceding renewal, administrative charges at 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 on the basis of the exchange rate applicable on the day of invoicing (or renewal) of the Licence. 

Annual fees for licence management may be charged 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 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 in 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, 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 shall take place as per the terms specified in the Contract. 

Upon delivery by CAPTIVEA, the Client shall verify that the Software Solution is in line with its stated requirements. 

ARTICLE 6 – SUSPENSION OF SERVICES

If the Client fails to discharge its obligation to cooperate by not responding in a timely manner to CAPTIVEA's requests required for proper execution of the Services, CAPTIVEA may, after issuing a final written notice to the Client to provide the requested information within a maximum period of 30 days and receiving no response, decide to immediately suspend the Contract.

Such suspension shall take effect from the date it is notified to the Client and shall remain in force until the requested information or documents are provided. If the Client fails to 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 provides the Client with access to software or additional modules published 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, it being clarified that ownership of the said software and modules shall remain with the Publisher.

Where the scope of services includes additional modules (developed by CAPTIVEA) or the creation of specific developments, unless otherwise specified in the Quote, such modules and developments shall remain the intellectual property of CAPTIVEA. These General Conditions shall not, under any circumstances, operate as a transfer of exploitation rights to the Client. 

Hereby, CAPTIVEA grants the Client a personal, non-transferable and non-exclusive licence to use the additional modules and specific developments solely for 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, this transfer will only take effect on the day of the complete payment by the Client for these developments. Furthermore, CAPTIVEA reserves the right to use the knowledge gained from the studies and/or developments entrusted to it by the Client and to carry out developments for third parties, based on elements similar to those developed at the Client's request. In any case, CAPTIVEA remains the sole owner of the methods, tools, and know-how used in the context of its services. 

ARTICLE 8 – SERVICE WARRANTY

CAPTIVEA does not guarantee that the Software or Software Solution is free of defects. CAPTIVEA also offers a maintenance contract, which may be in the form of a time package, covering the core of the Software or Software Solution. 

The Client will notify CAPTIVEA of the existence of a failure by submitting a request within CAPTIVEA's Client space, to which access will have been provided to the Client's designated contact person. Depending on the information received and the details it contains, CAPTIVEA may:

• Provide the Client, by email or phone, with a solution to remedy the failure;
• Conduct a remote reproduction test with the Client;
• Report the failure to the Publisher when it concerns the Software and the Client has an ongoing 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 as per 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 dealt with under the conditions and within the timelines specified by the Publisher at the end of its own warranty period. In particular, it 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 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: rectification 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 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 within the 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 recommended by the Publisher. 

CAPTIVEA cannot be held responsible for a response deemed 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 means, especially with the Publisher of the Software concerned, to resolve this malfunction.

ARTICLE 3 – PROCEDURE

Requests for Support and Corrective Maintenance must exclusively be submitted through the CAPTIVEA technical platform, on the Client's personal space. Requests should be centralised and addressed only by the technical contact specified in paragraph A - Article 6.

Requests are received and processed from Monday to Friday between 9:00 a.m. and 12:00 p.m. and between 2:00 p.m. and 5:00 p.m., 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 rendered to adapt the software to the Client's requirements, it is expressly specified 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 maintenance and support obligations for anomalies resulting from: 

• Inadequacy of the 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 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.