France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 2 - Last Updated 08/02/2024

Captivea France 's general terms and conditions of 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 aim to define the conditions for the provision and execution of services, licensing of Software, Add-on Modules, as well as the Software Solution made available to the Client.

PART A - GENERAL PROVISIONS

ARTICLE 1 – DEFINITIONS

In these General Terms and Conditions, each of the expressions mentioned below shall have the meaning given in its definition, as follows:

Client: The legal entity that has entered into a contract with CAPTIVEA.

Contract: The contract consists of the Quote approved by the Client and these General Terms and Conditions. In case of contradiction, the provisions of the Quote shall prevail over the General Terms and Conditions.

Quote: CAPTIVEA's commercial proposal describing the services provided, their prices, and, if applicable, the Software or Software Solution licensed, the duration of the license, and its price.

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

Data: Data of any kind, including Users' personal data, collected and processed by the Software, as well as data generated by the Software.

Study: IT consulting services, such as audit, needs analysis, or assistance in drafting specifications.

Publisher: A company that publishes and markets the Software(s), of which CAPTIVEA is a reseller.

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

Software Integration: Installation service at the Client's 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 is considered established as soon as CAPTIVEA is made aware of the acceptance of the quotation or the commercial proposal by the client, either through postal mail sent to the registered office of CAPTIVEA or via email.

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

The acceptance of the quotation or the commercial proposal can also be formalized through a certified electronic signature process (such as Docusign or another certified electronic signature provider) in compliance 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 of its formation.

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 licenses, 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 at the expiry for periods of one (1) year unless either party informs the other of its intention to terminate it by registered letter with acknowledgment 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 familiarize 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 be applicable to ongoing contracts, thirty (30) days after the dispatch of these modifications to the Client via email. If the Client rejects these modifications, they may terminate the Contract by dispatching a registered letter with acknowledgment of receipt to CAPTIVEA within the notice period. In such a case, the provisions outlined in Article 17: Consequences of Contract Termination will be applicable. 

ARTICLE 5 – PROVISION OF SERVICES 

As part of the provision of its Services, CAPTIVEA is not committed to any obligation of results. 

CAPTIVEA's liability is governed by the provisions outlined in the relevant section of Part A - Article 8.

Article 5.1 – Definition of Contractual Scope

CAPTIVEA does not undertake a predefined contractual scope but rather commits to a timeframe, with the aim of effectively addressing the Client's needs. While CAPTIVEA may furnish the Client with an overall project estimate for comprehensive understanding, it does not constitute a fixed commitment. 

Article 5.2 – Analysis Phase

Before commencing Services, CAPTIVEA may suggest an analysis phase to delineate the functional or technical scope, the Client's specifications, and ensure compatibility between the Client's requirements and the selected software solution or Service. This analysis phase will be incorporated into the initial Quote or commercial proposal, 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 commits to actively collaborate in the successful completion of the Services by timely providing CAPTIVEA with accurate and sincere information, along with all necessary data and documents for the progress of the project and adherence to the deadlines specified in the Contract. The Client will promptly notify CAPTIVEA of any elements that may compromise the proper execution of the services. They commit to informing CAPTIVEA of any changes concerning the provided data and will be solely responsible for any dysfunction.

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

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

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

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

In case of absence, the Client will promptly designate an alternative contact to avoid hindering the project's progress and will request CAPTIVEA to provide additional basic training for the new contact. 

Unless otherwise decided by the Client, this designated person will also be the sole point of contact for CAPTIVEA regarding Support. 

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA commits to allocate the time and the necessary human, material, and technical resources for the completion of the Services ordered by the Client, undertaking to execute them in a professional manner and in accordance with industry standards, subject to the Client's proper fulfillment of their own obligations. 

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

CAPTIVEA also commits to regularly inform the Client of the progress of the Services and of any difficulties of which it becomes aware and their consequences, particularly in terms of time and/or cost, that may result.

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 only be incurred in the event of proven fault on its part, as evidenced by the Client.

Expressly, CAPTIVEA cannot be held responsible for indirect damages that the Client may incur, such as commercial losses, loss of profit, damage to the brand image, data loss, or others that may result from the execution of the Services, or 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 taken against the Client by a third party constitutes indirect damage. 

It is expressly agreed between the parties that CAPTIVEA's liability, in the event of proven fault by the Client, is expressly limited to the amount of sums paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the damage; even in the case of resolution or cancellation of the Contract. 

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain these coverages 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 cannot lead 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 elements, etc.) or a supplier of CAPTIVEA, the delivery date will be accordingly 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 the termination. 

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Rates 

The rates for the Services are expressed in euros, net and excluding all taxes and duties. However, if the price of Software Licenses is based on a supplier price outside the eurozone, its price may be expressed in foreign currencies. In such a case, it will be converted into euros based on the exchange rate applicable on the day of billing for the License (or its renewal).

Annual fees for license management, specified in the Quote or commercial proposal, may apply to the Client. 

Article 10.2 – Rate Revision  

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

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

Article 10.3 – Invoice Delivery 

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

Article 10.4 – Payment 

Unless otherwise agreed between the parties, the Client undertakes to pay the total amount of the services outlined in the quote or commercial proposal upon order validation. Services provided as subscriptions are invoiced annually, at the beginning of the period. Unless otherwise agreed between the parties, invoices are payable upon receipt. 

Payment is made by bank transfer or by cheque payable to CAPTIVEA. All bank fees (including rejection fees) charged by a financial intermediary or paid by CAPTIVEA will be invoiced to the Client. 

In case of total or partial payment delay, for any reason whatsoever, a late payment penalty will be applied at the contractual rate of 12% per annum from their 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 subject to a fixed indemnity for recovery costs, the amount of which is set at €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may request additional compensation, upon justification. 

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

Article 10.5 – Realization and Payment of Services 

The Client will be assisted by the prior purchase of a "time booklet" allowing them to acquire a reserve of available time from CAPTIVEA for the realization of various services detailed in the quote or commercial proposal.

Time booklets are invoiced and payable in full in advance upon receipt of the order unless otherwise agreed. The validity period of the time booklets is two (2) years from the date of the order. The applicable hourly rate is the one in effect at the time of the order or the time booklet renewal. 

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

Any requests requiring, according to CAPTIVEA's estimate, a maximum of four (4) hours of intervention are carried out without prior validation by the Client. Requests are estimated for informational purposes and must be validated by the Client beforehand, with the actual intervention time being deducted from the time booklet upon completion. For any non-validated request, the qualification time is deducted in real time. 

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

When the contracted time booklet is depleted, in the absence of having previously renewed an additional time booklet with our services and to ensure service continuity for the Client, CAPTIVEA may process all additional or remaining requests from the Client based on the hourly rate in effect on the day of realization by our teams (As of 01/01/2022: €150/hour). The invoice will be issued bimonthly and payable upon receipt of the invoice. 

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

For CAPTIVEA's support to be 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 Contract termination, 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 monthly invoiced services, a security deposit will be required from the client.

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

The payment of the security deposit will be executed through any means 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 aims to ensure that the security deposit will be equal to at least 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. 

Subsequently, the monthly billing system will come into effect. 

4. At the end of the contract:

Upon termination of the contract, the refund of the security deposit will be made by allocating service hours equivalent to the initial amount of the guarantee.  

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

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 authorizes 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 according to the Client's graphic charter. Similarly, the Client may assert being a client of CAPTIVEA.

ARTICLE 14 – FORCE MAJEURE

The performance of obligations incumbent upon each party under these terms will be suspended in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code and the jurisprudence of French courts. By express agreement, events considered as force majeure include malfunctions, restrictions, or interruptions of electrical or telecommunication networks, Internet networks, and especially any breakdowns or interruptions of services at providers or subcontractors of CAPTIVEA. In this case, the party affected by force majeure will promptly and in writing inform the other party of its duration and foreseeable consequences. If the force majeure event were to exceed sixty (60) days from the notification mentioned above, the affected party shall have the right to terminate the Contract automatically and without indemnity, without further formality 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 – ANTICIPATED TERMINATION 

In the event of a breach by either party of its material obligations (namely, default in payment or failure to collaborate obligation for the Client), and in the absence of remedy within one (1) month after being notified of the breach by registered letter with acknowledgment of receipt, the other party may terminate the contract automatically by registered letter with acknowledgment of receipt. 

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

In case of unilateral cancellation of the Contract by the Client, the amounts due under the Contract will be immediately payable, and the Client must settle them within a maximum period of thirty (30) days upon presentation of the invoice. 

ARTICLE 17 – CONSEQUENCES OF CONTRACT TERMINATION 

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 following termination or expiration,
• 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 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 commits to using the Software in accordance with the terms and provisions of the end-user license agreement. 

Furthermore, the effectiveness of the Contract is subject to the acceptance by the Publisher of the license order for the Client. 

ARTICLE 2 – PUBLISHER'S COMMERCIAL POLICY

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

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

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

• Modify the license prices in case of a change in the Publisher's prices, 
• Automatically invoice any late payment penalties applied by the publisher in case of delayed payment (payment after the beginning of the invoiced period),
• Terminate Maintenance or Support for versions not supported by the Publisher,
• Terminate the Contract if it no longer meets the eligibility conditions in force by the Publisher. 

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

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

ARTICLE 3 – DURATION – TERMINATION

Any License contract not terminated within the deadlines and according to the procedures specified in Article A.3, whether it is a total or partial termination, will be invoiced to the Client, regardless of their actual use of the Software. 

ARTICLE 4 – CLIENT'S RESPONSIBILITY  

The Client acknowledges that they have verified the suitability of the Software for their needs. Consequently, CAPTIVEA cannot be held responsible for any inadequacy of the Software it provides for specific objectives that the Client may envisage or pursue. In any case, the use of the Software is under the sole control, direction, and responsibility of the Client. Any use of the results obtained through the implementation of the Software is solely within the competence and responsibility of the Client.

The Client agrees to actively collaborate with CAPTIVEA so that it can fulfill its commitments to Software Editors or Additional Modules, and that the Licenses can be executed under the conditions specified in the Quote. 

ARTICLE 5 – NUMBER OF LICENSES 

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

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

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

ARTICLE 6 – PRICE – PAYMENT

The price of Software Licenses may be based on a supplier price in currencies other than euros; therefore, its price may be expressed in foreign currencies. In such a case, it will be converted into euros based on the exchange rate applicable on the day of invoicing (or renewal) of the License. 

Annual fees for license management may be applied to the Client.

Unless otherwise specified in the Quote or commercial proposal, Software or Software Solution Licenses are payable annually in advance upon presentation of the invoice.

PART C - COMMON CONDITIONS FOR SOFTWARE INTEGRATION SERVICE AND SPECIFIC DEVELOPMENT SERVICE

ARTICLE 1 – BASIC FUNCTIONING

The response proposed by CAPTIVEA and selected by the Client is based on existing Software or Software Solution. Requested customizations must be achievable through the features provided as standard by the selected Software Solution (configurations, development tools provided by the system). 

The possibilities, usage, and work methodologies that can be implemented depend on the capabilities of the Software. This allows for better scalability, consistency among different features, and expertise building across the entire system. 

Additionally, the Client understands and agrees that the presentation of information, data lists, and other elements of the user interface on the screens will remain as offered in standard by the Software or Software Solution. 

If applicable, document generation will be based on the customization possibilities offered by the software, drawing inspiration, if possible, from the documents provided by the Client (logo, color codes).

ARTICLE 2 – DATA MIGRATION 

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

The extraction of data from the old system and its communication to our teams will be the responsibility of the Client in the form of flat files usable through standard office software (Microsoft Office) or a MySQL relational database. 

Unless otherwise specified in the Quote, data migration services do not include a data cleaning, qualification, modification, deduplication, or formatting phase. It is the client's responsibility to provide a comprehensive, clean data file containing correctly formatted information ready to be inserted into the new software. 

The Client understands and accepts that in cases where incorrect or incomplete data files are delivered to CAPTIVEA for migration, data migration services will be billed again by CAPTIVEA to account for the additional workload of analysis and implementation. 

ARTICLE 3 – PRELIMINARY TESTING 

The Client may request that tests be carried out before the Installation of the Software or Software Solution. This service will be specified in the Quote. 

If applicable, tests will be conducted and executed by CAPTIVEA internally under normal usage conditions to ensure the proper functioning of the Software Solution as outlined in the Commercial Proposal. 

CAPTIVEA undertakes to correct any anomalies and failures identified during these tests, taking the necessary time for this task within a previously approved time log by the client. 

ARTICLE 4 – SOFTWARE OR SOFTWARE SOLUTION DELIVERY 

If the Client chooses to install the Software or Software Solution themselves, they must have made any necessary adjustments to accommodate the Software or Software Solution within their Information System, following the specifications and/or hardware and software technical prerequisites indicated by the Editors (on their websites). 

If this installation is carried out by CAPTIVEA, the Client must also have complied with additional prerequisites communicated by CAPTIVEA. 

In all cases, the Client must have previously made any necessary adjustments to establish links and gateways with other business applications in the Information System (Telephony Server, Document Management System, ERP, CRM, Internal Database, etc.).

ARTICLE 5 – DELIVERY AND INSTALLATION – ACCEPTANCE TEST

The delivery and installation of the Software Solution will take place according to the specified terms in the Contract. 

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

ARTICLE 6 – SUSPENSION OF SERVICES

In the event that the Client fails in their obligation to collaborate by neglecting to respond promptly to CAPTIVEA's requests for the proper execution of the Services, CAPTIVEA may, after a final written request to the Client to provide the requested elements within a maximum period of 30 days without response, decide to immediately suspend the Contract.

This suspension will take effect on the day of its notification to the Client and will remain effective until the provision of the requested elements or information. In the absence of a response from the Client within a period of three (3) months from the notification of the suspension, CAPTIVEA may terminate the Contract without further notice. The provisions of Article A.16, paragraph 2, shall apply.

ARTICLE 7 – INTELLECTUAL PROPERTY

When the Contract involves providing the Client with access to software or additional modules published by a Publisher, the Client has the right to use this software or these additional modules within the limits and conditions of the final license agreement proposed by the publisher, with the ownership of said software and modules remaining with the Publisher.

When the scope of the service includes additional modules (developed by CAPTIVEA) or the creation of specific developments, unless otherwise specified in the Quote, these remain the intellectual property of CAPTIVEA. These General Conditions do not entail, under any circumstances, the transfer of exploitation rights to the Client. 

Hereby, CAPTIVEA grants the Client a personal, non-transferable, and non-exclusive license to use the additional modules and specific developments solely for the operation of the Software Solution, for the authorized number of user stations, and subject to the payment of the licenses 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 by implementing this warranty will be solely borne by the Client. If the Client does not wish to engage CAPTIVEA, a request can be escalated to the Publisher's support according to 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 will be processed under the conditions and deadlines specified 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 Solution, recommended by the Publisher.

PART D - SPECIFIC CONDITIONS FOR MAINTENANCE AND SUPPORT

ARTICLE 1 – DEFINITIONS 

Non-blocking Anomaly: any minor or major operational anomaly allowing the partial or complete use of functionalities, even if it requires a workaround procedure. 

Blocking Anomaly: any operational anomaly making 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 formalized with a time log, starting from the date indicated in said log. CAPTIVEA will provide Corrective Maintenance services for the Software or Software Solution, as well as Support in accordance with the procedure 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 deadlines 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 late 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 centralized and addressed 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 legal holidays and periods of company closure or specific agreement between the parties. They will be prioritized and processed by CAPTIVEA based on their degrees of urgency. 

ARTICLE 4 – EVOLVING MAINTENANCE

Considering the services already performed to adapt the software to the Client's needs, it is expressly stated that updates and evolutions of the Software are not included in Corrective Maintenance or the Warranty. Any installation of an update or evolution will result in invoicing a separate Service.

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from any responsibility regarding its obligation for maintenance and support for anomalies resulting from: 

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