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GENERAL TERMS AND CONDITIONS FOR SERVICES

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

General terms and conditions of Captivea France 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 governing 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 comprises 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, 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 publishes and markets the Software(s), for which CAPTIVEA acts as a reseller.

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

Software Integration: The service of installing, at the Client's premises or in hosted mode, any 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: Software 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 detailed in the Quote.

Acceptance Testing: The Client's validation of the Software installation, either expressly or implicitly through the Go-Live of the Software.

Software Solution: Software package that brings together the Software, Add-on Modules and Specific Developments.

Information System: All hardware, software, applications, databases and telecommunication networks belonging to the Client. 

Services: All services provided by CAPTIVEA, including Study, Scoping, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, as well as any other services relating to the Client's Information System. 

User: An individual, acting under the authority of the Client, who is authorised to use the Software.

ARTICLE 2 – CONTRACT FORMATION

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

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

In the event of acceptance by email, the contract will be regarded as formed only from the date on which CAPTIVEA sends an acknowledgment 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 another certified electronic signature provider) in accordance with Articles 1364 and following of the Civil Code.

Unless expressly stated otherwise in the quotation or commercial proposal, the contract takes effect on the date it is formed.

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

ARTICLE 3 – DURATION

For Software licences, the Contract 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 automatically on its expiry for further periods of one (1) year, unless either party notifies the other of its intention to terminate by registered letter with acknowledgment of receipt, subject to a minimum notice period of three (3) months before the initial or renewed expiry date. Any changes made during this last quarter will incur a fixed management fee of €200 (exclusive of VAT) per subscription.

The Contract ends when all the Services have been completed by CAPTIVEA and paid for by the Client. In all cases, the Contract ends 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 in the Quote or commercial proposal that departs in whole or in part from these General Terms and Conditions, the Client’s acceptance of a Quote or commercial proposal from CAPTIVEA shall constitute the Client’s full acceptance of these General Terms and Conditions, to the exclusion of all other documents issued by the Client, provided that the Client has had the opportunity to familiarise themselves with these terms.

CAPTIVEA reserves the right to amend 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 have been 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 this 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 the provision of its Services, CAPTIVEA is not subject to any obligation as to results.

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 aim of effectively addressing the Client's needs. While CAPTIVEA may provide the Client with an overall project estimate for general understanding, this does not constitute a fixed commitment.

Article 5.2 – Analysis Phase

Before commencing 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, with a commitment of resources.

If applicable, the Client accepts that this phase may lead 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 complete information, together with all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract. The Client will promptly notify CAPTIVEA of any matter that may affect the proper performance of the Services. The Client further undertakes to inform CAPTIVEA of any changes to the information provided and will be solely responsible for any issues arising therefrom.

If the Services selected 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 that CAPTIVEA has unrestricted access to such 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 requirements necessary for the installation and operation of the Software and Software Solution. The technical requirements communicated by CAPTIVEA are provided for reference only and may be amended by the software publishers and the providers of the Client's Information System. 

The Client will appoint a person able to address functional and/or technical queries from CAPTIVEA, who will serve as CAPTIVEA's primary point of contact for monitoring the progress of the project and its use after delivery of the Software Solution. 

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

In the event of the designated person's absence, the Client will promptly appoint an alternative contact so as not to hinder the progress of the project, 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 undertakes to allocate the time and the necessary human, material, and technical resources for the 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’s proper fulfilment of 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 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 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 only be incurred in the event of proven fault on its part, as evidenced by the Client.

For the avoidance of doubt, CAPTIVEA cannot be held liable for any indirect losses or damages that the Client may incur, such as loss of business, loss of profit, damage to brand image, data loss, or any other indirect loss or damage resulting 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 claim brought against the Client by a third party shall constitute indirect loss or damage.

It is expressly agreed between the parties that CAPTIVEA’s liability, in the event of proven fault towards the Client, is expressly limited to the total amount paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the loss or damage, even in the event of termination or cancellation of the Contract.

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

ARTICLE 9 – DEADLINE  

The deadlines and delivery dates specified in the quotation 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 the cancellation or rejection of the order by the Client.

If the delay is attributable to the Client (modification requests, pending items, etc.) or to 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 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 Licences is based on a supplier price outside the eurozone, the price may be expressed in foreign currency. 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, as specified in the quotation 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 acknowledgement of receipt to CAPTIVEA within a period of thirty (30) days from the date on which these new rates are sent 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 for the services set out in the quotation or commercial proposal upon confirmation of the order. Subscription-based services are invoiced annually at the start of the subscription 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. 

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

For licence renewals, these late payment penalties 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 will be supported through the prior purchase of a "time booklet", which allows the Client to secure a block of available time from CAPTIVEA for the performance of various services detailed in the quotation or commercial proposal.

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

All services performed under the “Time Booklet” scheme, excluding functional support, result in an estimate of the time used, in accordance with the procedure stated in the quotation or commercial proposal. 

Any request which, in CAPTIVEA’s assessment, requires a maximum of four (4) hours of work will be carried out without the Client’s prior approval. Estimates are provided for information only and must be approved in advance by the Client, with the actual time spent subsequently deducted from the time booklet. For any request that is not approved, the qualification time is deducted in real time. 

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

When the contracted time booklet is fully used, and if an additional time booklet has not been renewed with us in advance, CAPTIVEA may, to ensure continuity of service for the Client, process any additional or outstanding requests from the Client based on the hourly rate in force on the date the work is carried out by our teams (as at 01/01/2022: €150 per hour). Invoices will be issued every two (2) months and are payable upon receipt. 

Services provided under the “Time Booklet” scheme do not include any travel expenses. 

To ensure that CAPTIVEA’s support is provided under the best possible conditions, the Client undertakes 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, for any reason whatsoever, the remaining time balance obtained 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 at least 100% of the estimated total amount for the month. 

The security deposit may be paid using any payment method accepted by the company. 

2. Adjustment of the security deposit: 

If the invoiced amount for the month exceeds the initial security deposit, the security deposit will be adjusted. 

This adjustment is to ensure that the security deposit is 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 allocating service hours equivalent to the initial amount of the guarantee.  

A request for a refund of the security deposit must be submitted within 12 months from the date of termination to be considered valid. After this period, the request will be treated as void and will not be accepted. 

ARTICLE 11 – CONFIDENTIALITY

The Parties undertake not to disclose any confidential information of the other Party that they may become aware of in the course of performing CAPTIVEA's services and/or in implementing these terms. The Parties therefore commit to strictly observe this duty of confidentiality and not to disclose to anyone any non‑public information they may obtain, 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 gathered on CAPTIVEA's software solutions, and CAPTIVEA undertakes not to disclose the Customer’s confidential information and not to use it for any purpose other than what is strictly necessary for the provision of services to the Customer. The terms and conditions governing the relationship between CAPTIVEA and the Customer are considered 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 legitimately obtained from a third party without violating a confidentiality agreement relating to 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, employ or engage, directly or indirectly, any employee or former employee of CAPTIVEA, whether or not they have participated in the performance 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 it is 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 case law of French courts. By express agreement, events considered as force majeure include malfunctions, restrictions, or interruptions of electrical or telecommunication networks, Internet networks, and in particular any breakdowns or interruptions of services at providers or subcontractors of CAPTIVEA. In 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 exceeds sixty (60) days from the notification mentioned above, the affected party shall have the right to terminate the Contract automatically and without compensation, 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 that either party breaches its material obligations (specifically, default in payment or failure by the Client to fulfil its duty to cooperate) and such breach is not remedied within one (1) month after notification 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 charged to the Client set at 10% of the price before tax of the remaining amounts due, without prejudice to any additional damages that CAPTIVEA may claim to compensate for the loss suffered.

In the event of unilateral termination of the Contract by the Client, all amounts due under the Contract shall become 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 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 items or documents belonging to the Client and which CAPTIVEA may have received in the course of performing the Services, and not to retain any copies thereof.

ARTICLE 18 – SEVERABILITY OF CONTRACTUAL PROVISIONS 

Any event affecting, for any reason whatsoever, the existence of a contractual provision, including its deletion, impossibility of performance, or invalidation by a court decision, where such provision is severable from the other provisions herein, shall not affect the binding nature of the parties’ performance 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 governed by 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 LICENCE

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

The Client must validate the terms of the Software licence with the publisher before ordering the licences through CAPTIVEA.

The Client commits to using the Software in accordance with the terms and provisions of the end-user licence agreement.

Furthermore, the effectiveness of the Contract is subject to the acceptance by the Publisher of the licence 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 licence 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 Licence 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 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 stated 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, 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 fees 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, 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 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 using the standard features provided by the selected Software Solution (configurations, development tools provided by the system). 

The possibilities, usage, and working methods that can be implemented depend on the capabilities of the Software. This enables better scalability, consistency across different features, and the development of expertise throughout 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 provided as standard by the Software or Software Solution. 

Where applicable, document generation will be based on the customisation options offered by the software, taking reference, 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 legacy 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 legacy system and its transmission to our teams will be the responsibility of the Client in the form of flat files that can be used with standard office software (Microsoft Office) or a MySQL relational database. 

Unless otherwise specified in the Quote, data migration services do not include any data cleansing, qualification, modification, deduplication, or formatting phase. It is the Client’s responsibility to provide a complete, clean data file containing correctly formatted information that is 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 terms specified in the Contract. 

Upon delivery by CAPTIVEA, the Client will verify that the Software Solution complies with their stated requirements. 

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 takes effect on the date it is notified to the Client and will remain in force until the requested documents or information are provided. If the Client does not respond within three (3) months from the date of 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

Where the Contract involves providing the Client with access to software or additional modules published by a Publisher, the Client is entitled to use this software or these 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.

Where the scope of services 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, under any circumstances, constitute a transfer of usage rights to the Client. 

By this document, CAPTIVEA grants the Client a personal, non-transferable and non-exclusive licence to use the additional modules and specific developments solely for operating the Software Solution, for the authorised number of user workstations, 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 use 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 full 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 will be borne solely 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 timelines 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, 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 allows the 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 the event of anomalies in the core of the software.

ARTICLE 2 – CORRECTIVE MAINTENANCE AND SUPPORT

The Client may enter into a Maintenance Contract, which will be formalised with a time log, starting from the date indicated in that 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, rectify non-blocking anomalies by sending patches, or escalate a request to the support team of the Publisher in accordance with the terms and conditions of the contract entered into in the Quote or commercial proposal with the Publisher of the Software Solution. 

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

CAPTIVEA cannot be held liable for a response that is considered late to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, provided it has taken all necessary measures, especially with the Publisher of the Software concerned, to resolve this malfunction.

ARTICLE 3 – PROCEDURE

Requests for Support and Corrective Maintenance must be submitted exclusively via the CAPTIVEA technical platform, in the Client’s personal space. Requests must be consolidated and submitted only by the technical contact specified in paragraph A – Article 6.

Requests are received and handled from Monday to Friday, 9:00 AM to 12:00 PM and 2:00 PM to 5:00 PM, excluding public holidays and periods when the company is closed, or where otherwise agreed between the parties. They will be prioritised and processed by CAPTIVEA according to their level 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 Software updates and upgrades are not included in Corrective Maintenance or the Warranty. Any installation of an update or upgrade will be billed as a separate Service.

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from all liability in respect of its maintenance and support obligations for anomalies arising from: 

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