France
GENERAL TERMS AND CONDITIONS FOR SERVICES

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

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

CAPTIVEA provides consulting, software integration, training, and bespoke software development services to professionals in the field of business management software and enterprise information systems. These General Terms and Conditions set out the terms for the provision and performance of services, the licensing of Software, Add-on Modules, as well as the Software Solution made available to the Client.

PART A - GENERAL PROVISIONS

ARTICLE 1 – DEFINITIONS

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

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

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

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

Specific Developments: Software developments carried out by CAPTIVEA in addition to the Software and Add-on Modules, specifically to 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), for which CAPTIVEA acts as a reseller.

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

Software Integration: Installation service at the Client's premises or in hosted mode, of Software or a Software Solution licensed to the Client.

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

Add-on Modules: Computer programs developed or distributed by CAPTIVEA, intended to be supplied to multiple users for the same application or function, to complement the core features of the Software, as specified in the Quote.

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

Software Solution: A software package that combines the Software, Add-on Modules and Specific Developments.

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

Services: All services provided 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: A natural person, under the authority of the Client, 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 any 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 postal mail sent to CAPTIVEA’s registered office or by email.

In the case of acceptance by email, the contract will only be considered formed from the date CAPTIVEA sends the acknowledgement of receipt or 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 compliance with Articles 1364 and subsequent articles of the Civil Code.

Unless explicitly stated otherwise in the quotation or commercial proposal, the contract comes into force 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 by tacit renewal on expiry for periods of one (1) year, unless either party informs the other of its intention to terminate by registered letter with acknowledgement of receipt, subject to a minimum notice period of three (3) months before the initial or renewed expiry. Any changes made during this final 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 event, 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 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 full 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 has had the opportunity to familiarise itself with these terms.

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

Any amendments to the General Terms and Conditions will apply to ongoing contracts thirty (30) days after such amendments have been sent to the Client by email. If the Client does not accept these amendments, the Client 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 undertakes a time commitment, 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 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.

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

ARTICLE 6 – COMMITMENTS OF CLIENT

The Client undertakes to actively collaborate in the successful completion of the Services by providing CAPTIVEA, in a timely manner, with accurate and genuine information, together with all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract. The Client will promptly notify CAPTIVEA of any matter that may compromise the proper performance of the Services. The Client also undertakes to inform CAPTIVEA of any changes to the information provided and will bear sole responsibility for any resulting malfunction.

If the Services selected by the Client are to be performed 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 all 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 for reference only and are subject to change by the software publishers and the providers of the Client’s Information System.

The Client will appoint a person who is able to address functional and/or technical queries from CAPTIVEA, and who will act as the primary contact for CAPTIVEA in monitoring the project’s progress and its use following delivery of the Software Solution.

To be able to provide 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 this person’s absence, the Client will promptly appoint an alternative contact so as not to impede the project’s progress, and will 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 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 such Services 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 may only be incurred in the event of proven fault on its part, as demonstrated by the Client.

For the avoidance of doubt, CAPTIVEA cannot be held liable for indirect losses or damages that the Client may incur, such as loss of business, loss of profit, damage to brand image, loss of data, or any other indirect consequences arising from the performance of the Services, the use of the Software, the inability to use the Software, or the use of results obtained through the use of the Software. Any claim brought against the Client by a third party shall be treated as indirect damage. 

It is expressly agreed between the parties that CAPTIVEA's liability, in the event of fault duly established on the part of 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 such coverage throughout the term of this Contract and to provide evidence of it upon the Client's request. 

ARTICLE 9 – DEADLINE  

The timelines and delivery dates specified in the quotation or commercial proposal are given for indicative purposes only, unless expressly stated otherwise. Accordingly, any delivery delays attributable to CAPTIVEA shall not give rise to penalties or compensation of any kind, 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 (change requests, pending items, etc.) or to a supplier of CAPTIVEA, the delivery date will be rescheduled accordingly based on CAPTIVEA's availability, and CAPTIVEA shall not be held liable 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 prior to such termination. 

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Rates 

The rates for the Services are quoted in euros, net and exclusive of all taxes and duties. However, if the price of Software Licences is based on a supplier price outside the eurozone, such price may be stated in foreign currency. In such a case, it will be converted into euros based on the exchange rate applicable on the date of invoicing 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 its own suppliers’ (Publisher) pricing or to reflect changes in its internal costs. The Client may reject 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 for the services set out in the quote or commercial proposal upon order confirmation. Services provided on a subscription basis are invoiced annually, at the start 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 the event of any delay in payment, whether in full or in part and for any reason whatsoever, a late payment interest charge will be applied at the contractual rate of 12% per annum from the due date, without the need for a reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client will also be liable for a fixed indemnity for recovery costs, set at €40. However, if the 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 recharged to the Client (see Part B, Article 2).

Article 10.5 – Performance and Payment of Services 

The Client may, prior to the performance of services, purchase a “time booklet”, which allows them to obtain a pre-paid block of hours from CAPTIVEA for the delivery of various services as 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 delivered under the “Time Booklet” arrangement, excluding functional support, are subject to an estimate of the time used, in accordance with the procedure set out in the quotation or commercial proposal. 

Any request that, in CAPTIVEA’s assessment, requires a maximum of four (4) hours of work will be carried out without prior approval by the Client. Requests are estimated for information purposes and must be approved by the Client in advance, with the actual time spent being deducted from the time booklet upon completion. For any request that is not approved, the qualification time is deducted on an actual time-spent basis. 

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

When the contracted time booklet has been fully used, and if no additional time booklet has been renewed in advance with our services, CAPTIVEA may, in order 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/hour). The invoice will be issued every two months and is payable upon receipt. 

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

For CAPTIVEA to provide support under the best possible conditions, the client agrees to hold at least one quarterly meeting of thirty (30) minutes between their designated CAPTIVEA contact and themselves. 

In the event of termination of the Contract, regardless of the reason, any 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 at least 100% of the estimated total amount for the month. 

Payment of the security deposit will be made using any mode of payment accepted by the company. 

2. Adjustment of the security deposit: 

If the invoiced amount during the month exceeds the initial security deposit, the security deposit will be revised accordingly. 

This revision is intended to ensure that the security deposit is 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. 

Thereafter, the monthly billing system will take 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.  

Any request for a refund of the security deposit must be initiated within 12 months following termination in order to be considered valid. After this period, the request will be deemed 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 connection with the implementation of these terms. Accordingly, the Parties commit to strictly observe this obligation of confidentiality and not to communicate to any person any non-public information they may become aware of, 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 available without any breach by either Party of its confidentiality obligations, or that is legitimately obtained from a third party without any violation of 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 such person has 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 for the entire duration of the Contract, the Client expressly authorises CAPTIVEA to identify them as a client and to reproduce on its website and commercial documents the logo or brand provided by the Client, in order to ensure 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 the obligations incumbent on 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 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 service interruptions affecting CAPTIVEA’s providers or subcontractors. In such a case, the party affected by force majeure will promptly inform the other party in writing 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 indemnity, by simply 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, non-payment or failure by the Client to comply with its obligation to cooperate), and if no remedy is provided within one (1) month of notification of the breach by registered letter with acknowledgment of receipt, the other party may automatically terminate the Contract 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 loss suffered. 

In the event of unilateral termination 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 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 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 of which CAPTIVEA may have become aware 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 performance, or invalidation by a court decision, where such provision is separable 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 accept the terms of the Software licence with the publisher before ordering the licences 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 will only take effect upon the Publisher’s acceptance of the Client’s licence order. 

ARTICLE 2 – PUBLISHER'S COMMERCIAL POLICY

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

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

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

• Revise the licence fees in the event of any change to the Publisher’s pricing, 
• 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 satisfies the eligibility conditions currently in force as determined by the Publisher. 

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

Furthermore, if the 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 performance of the Contract, CAPTIVEA may cancel the Contract without any cost or compensation. 

ARTICLE 3 – DURATION – TERMINATION

Any Licence contract that is not terminated within the time limits and in accordance with the procedures set out in Article A.3, whether in whole or in part, will be billed to the Client, regardless of the Client’s 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 work closely with CAPTIVEA so that CAPTIVEA can fulfil its obligations towards Software Editors or Additional Modules, and so that the Licences can be performed 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 set out in the end-user licence agreement. 

If user accounts are to be added, modified or deleted, the Client undertakes to inform CAPTIVEA within 48 hours. The Client acknowledges that deleting an account during the subscription period will not result in any reduction of the applicable subscription amount, nor in any refund of Licence fees already paid. During the three (3) months preceding renewal, a flat administrative fee of two hundred euros (€200) will be charged for any deletion of user accounts.

ARTICLE 6 – PRICE – PAYMENT

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

Annual fees for licence management may be charged to the Client.

Unless otherwise stated 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 work methodologies that can be implemented depend on the capabilities of the Software. This enables better scalability, consistency across different features, and the building 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 offered as standard by the Software or Software Solution. 

If applicable, document generation will be based on the customisation options offered by the software, drawing inspiration where possible from the documents provided by the Client (logo, colour codes).

ARTICLE 2 – DATA MIGRATION 

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

The extraction of data from the old system and its communication to our teams will be the responsibility of the Client, in the form of flat files usable 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. It is the Client’s responsibility to provide a comprehensive, 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 time log previously approved 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 ensure that the Software Solution complies with the needs they have stated. 

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 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

When 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 in accordance with 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 the service includes additional modules (developed by CAPTIVEA) or the creation of specific developments, unless otherwise stated in the Quote, these remain the intellectual property of CAPTIVEA. Under no circumstances do these General Conditions result in the transfer of exploitation rights to the Client. 

CAPTIVEA hereby grants the Client a personal, non-transferable and non-exclusive licence to use the additional modules and specific developments solely for the operation of the Software Solution, for the authorised number of user stations, and subject to payment of the licence fees as defined in the Contract. 

Therefore, the Client refrains from making any modifications, distribution, adaptation or commercial exploitation of the Software Solution, including the additional modules and specific developments created by CAPTIVEA. 

In the event that the rights to specific developments have been transferred to the Client, this transfer will only take effect on the date 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 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 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 allowing the partial or full 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 the event 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 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 Publisher’s support in accordance with the terms and conditions of the contract subscribed to in the Quote or commercial proposal with the Publisher of the Software Solution.

If the Client’s request requires intervention by the Publisher, it will be handled under the conditions and within the timelines provided by the Publisher after the end of its own warranty period. In particular, it 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 any response considered late to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, provided that it has taken all necessary measures, in particular 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 centralised and made only by the technical contact specified in paragraph A – Article 6.

Requests are received and processed from Monday to Friday, from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 5:00 p.m., excluding public holidays and periods of company closure, or as otherwise agreed between the parties. They will be prioritised and processed by CAPTIVEA according to their degree 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 upgrades of the Software are not included in Corrective Maintenance or the Warranty. Any installation of an update or upgrade will be invoiced as a separate Service.

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from all responsibility in relation to its obligation for maintenance and support for anomalies resulting 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.