France
GENERAL TERMS AND CONDITIONS FOR SERVICES

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

Captivea France's general terms and conditions 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 and 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 terms listed below has the meaning set out 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 the General Terms and Conditions.

Quote: CAPTIVEA's commercial proposal setting out 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 to meet the Client's specific needs.

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

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

Publisher: A company that publishes and markets the Software, for which CAPTIVEA is a reseller.

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

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, commencing from, or via, the entry of real data, for the completion of actual work.

Add-on Modules: Computer programmes 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, 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 integrating Software, Add-on Modules, and Specific Developments.

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

Services: All services offered by CAPTIVEA, including Study, Framing, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, and any other services related to the Client's Information System. 

User: Natural person, under the authority of the Client, authorised to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each provision of service is contingent upon a quotation or a preceding commercial proposal. Only the prices and information stated in this quotation or commercial proposal carry contractual weight, to 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 deemed to be formed as soon as CAPTIVEA becomes aware of the client's acceptance of the quotation or commercial proposal, either by post sent to CAPTIVEA’s registered office or via email.

In the case of acceptance via email, the contract will only be considered formed from the date on which CAPTIVEA sends an 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 accordance with Articles 1364 and subsequent articles of the Civil Code.

Unless expressly stated otherwise in the quotation or the commercial proposal, the contract comes into force on the date on which 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, all amounts due under the Contract will become immediately payable, and the Client must settle them within a maximum 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 automatic renewal on its expiry, for further periods of one (1) year, unless either party informs the other of its intention to terminate by registered mail with acknowledgement of receipt, subject to a minimum notice period of three (3) months before the initial or any renewed expiry date. Any changes made during this final 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 any event, 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, deviating either wholly or partially from these General Terms and Conditions, the Client's acceptance of a Quote or commercial proposal from CAPTIVEA constitutes 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 review these terms.

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

Amendments to the General Terms and Conditions will apply to ongoing contracts thirty (30) days after the date on which these amendments are sent to the Client by email. If the Client rejects 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 providing its Services, CAPTIVEA does not undertake any obligation to achieve a specific result. 

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

Article 5.1 – Definition of Contractual Scope

CAPTIVEA does not commit to a predefined contractual scope but instead undertakes to meet a timeframe, with the objective of effectively addressing the Client's needs. While CAPTIVEA may provide the Client with an overall project estimate for clarity, this does not constitute a fixed commitment. 

Article 5.2 – Analysis Phase

Before starting 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 chosen software solution or Service. This analysis phase will be included in the initial Quote or commercial proposal, together with a commitment of resources.

If applicable, the Client accepts that this phase 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 genuine information, together with all data and documents necessary for the progress of the project and compliance with the deadlines stated in the Contract. The Client will promptly inform CAPTIVEA of any matters that may affect the proper performance of the Services. The Client also undertakes to inform CAPTIVEA of any changes to the data provided and will be solely responsible for any malfunction.

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 its premises and/or equipment, and to provide the tools strictly required for the proper execution of the services. 

The Client undertakes to comply with all technical prerequisites necessary for the installation and operation of the Software and Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for indicative purposes only and are subject to change 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, who will serve as the primary contact for CAPTIVEA to monitor the progress of the project and its use following 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 any absence, the Client will promptly designate 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 in relation to Support. 

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA undertakes to allocate the time and the necessary human, material, and technical resources required to complete the Services ordered by the Client, and to perform these Services in a professional manner and in accordance with industry standards, subject to the Client duly fulfilling their own obligations.

In the absence of specific provisions, the documentation for the Software or the Software Solution and Complementary Modules shall be the documentation made 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 subject only to an obligation of means. Accordingly, 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 shall not be liable for any indirect loss or damage that the Client may suffer, 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, 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 be deemed to constitute 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 termination or cancellation of the Contract. 

CAPTIVEA holds professional liability 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 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 give rise to any penalties or compensation, nor justify a revision of the price or cancellation or rejection of the order by the Client. 

If the delay is attributable to the Client (modification requests, pending 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 an 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, 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 Licence (or its renewal).

Annual fees for licence management, as 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 changes in its internal costs. The Client may reject such revisions 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 notification of the new rates.  

If no termination is effected within the notice period, the revised rates will automatically apply to the ongoing Contract. In the event of termination, the provisions of Article 17 shall apply. 

Article 10.3 – Invoice Delivery 

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

Article 10.4 – Payment 

Unless otherwise agreed between the parties, the Client undertakes to pay the total amount for the services set out in the quote or commercial proposal upon confirmation of the order. Services provided on a subscription basis are invoiced annually, at the start of the subscription period. Unless otherwise agreed between the parties, invoices are payable upon receipt. 

Payment is to be made by bank transfer or by cheque payable to CAPTIVEA. All bank charges (including rejection fees) imposed 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 request which, in CAPTIVEA’s estimation, requires a maximum of four (4) hours of work will be carried out without the Client’s prior approval. The estimated time is given for information only and must first be approved by the Client, with the actual time spent on the work then deducted from the time booklet once completed. For any request that has not been approved, the time spent qualifying the request is deducted in real time. 

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

When the contracted time booklet has been used up, if no additional time booklet has been purchased in advance with our services, CAPTIVEA may, in order to ensure continuity of service for the Client, handle all additional or outstanding requests from the Client based on the hourly rate applicable on the date the work is carried out by our teams (As at 01/01/2022: €150/hour). Invoices will be issued every two months and are payable upon receipt. 

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

So that CAPTIVEA’s support can be provided under the best possible conditions, the Client agrees to hold at least one thirty (30) minute quarterly meeting between their CAPTIVEA contact and themselves. 

In the event of termination of the Contract, for whatever reason, any remaining time credit from the time booklets is non-refundable. 

Article 10.6 – Security deposit clause for monthly invoiced services on a deferred payment basis: 

1. Security deposit for monthly invoiced services: 

For services invoiced monthly, 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 during the month exceeds the initial security deposit, the amount of the security deposit will be reviewed. 

This review is to ensure that the security deposit is at least 100% of the total monthly invoiced amount. 

3. Invoicing of the security deposit and regular monthly invoicing: 

At the start 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 security deposit.  

The request for the refund of the deposited security deposit must be made within 12 months from termination in order to be valid. After this period, the request will be considered void and will not be accepted.

Article 10.7 - Billing for Maintenance Service

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

Article 10.8 - Flat Rate Warranty

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

Article 10.9 - Annual price revision for pay as you go

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

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

Where:

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

ARTICLE 11 – CONFIDENTIALITY

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

ARTICLE 12 – NON-SOLICITATION

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

In the event of a breach of this clause, the Customer shall pay CAPTIVEA compensation equal to one year of the gross loaded salary (including employer contributions) of the affected employee. 

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the term of the Contract, the Client expressly 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 the obligations incumbent upon each party under these terms will be suspended in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code and the 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 interruptions of services at providers or subcontractors of CAPTIVEA. In such a 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 indemnity, without any further 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 such a case, CAPTIVEA shall be released from any obligation related to the Contract, both for the obligations already performed and those relating to the future performance of the Contract by the assignee.

ARTICLE 16 – SUBCONTRACTING 

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

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

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

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

​(i) replace the Subcontractor; or

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

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

​(i) any amounts due; and

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

ARTICLE 17 – ANTICIPATED TERMINATION

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

Furthermore, in the event of early termination due to the Client's breach, CAPTIVEA reserves the right to apply a penalty to the Client 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 18 – CONSEQUENCES OF CONTRACT TERMINATION

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

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

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

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

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

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

ARTICLE 19 – SEVERABILITY OF CONTRACTUAL PROVISIONS

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

ARTICLE 20 – NON-WAIVER

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

ARTICLE 21 – INSOLVENCY PROCEEDINGS

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

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

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

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

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

ARTICLE 22 – APPLICABLE LAW – DISPUTES

These general terms and conditions are subject to French law.

In the event of any dispute, and failing an amicable resolution, exclusive jurisdiction is granted to the Commercial Court of Chambéry, notwithstanding multiple defendants or third-party proceedings, including urgent or conservatory proceedings, summary proceedings or applications by way of 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 specified in the Contract by the Client. 

The Client must confirm acceptance of 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 provisions of the end-user licence agreement. 

Furthermore, the effectiveness of the Contract is subject to the Publisher's acceptance 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 amend their commercial policy without prior notice. 

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

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

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

In the event of any addition, modification or deletion of 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 of 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 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 specified in the Quote or commercial proposal, Software or Software Solution Licences are payable annually in advance upon presentation of the invoice.

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

ARTICLE 1 – BASIC FUNCTIONING

The solution proposed by CAPTIVEA and selected by the Client is based on existing Software or Software Solution. Any requested customisation must be achievable using the standard features provided by the selected Software Solution (configurations, development tools provided by the system). 

The possibilities, uses, and working methodologies 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 in the standard version of the Software or Software Solution. 

Where applicable, document generation will be based on the customisation options provided by the Software, taking reference, where possible, from documents supplied by the Client (logo, colour codes).

ARTICLE 2 – DATA MIGRATION 

Where 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 into the database of the new Software Solution. 

The extraction of data from the old 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 stated 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 complete and cleaned data file containing correctly formatted information that is ready to be inserted into the new Software. 

The Client understands and accepts that if incorrect or incomplete data files are provided to CAPTIVEA for migration, data migration services will be billed again by CAPTIVEA to reflect the additional workload required for 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 all necessary adjustments to accommodate the Software or Software Solution within their Information System, in line with 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 any additional prerequisites communicated by CAPTIVEA. 

In all cases, the Client must have already made all 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 shall ensure that the Software Solution complies with their stated needs.

ARTICLE 6 – SUSPENSION OF SERVICES

If the Client fails in their duty to cooperate by not responding promptly to CAPTIVEA’s requests needed for the proper performance of the Services, CAPTIVEA may, after a final written request asking the Client to provide the requested items within a maximum period of 30 days with no response, decide to immediately suspend the Contract.

This suspension will take effect on the date it is notified to the Client and will remain in force until the requested items 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 offered 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. These General Conditions do not, under any circumstances, involve the transfer of exploitation rights to the Client.

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

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

In the event that the rights to specific developments have been transferred to the Client, this transfer will only take effect on the day of the complete payment by the Client for these developments. Furthermore, CAPTIVEA reserves the right to use the knowledge gained from the studies and/or developments entrusted to it by the Client and to carry out developments for third parties, based on elements similar to those developed at the Client's request. In any case, CAPTIVEA remains the sole owner of the methods, tools, and know-how used in the context of its services.

ARTICLE 8 – SERVICE WARRANTY

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

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

• Provide the Client, by email or phone, with a solution to remedy the failure;
• Conduct a remote reproduction test with the Client;
• Report the failure to the Publisher when it concerns the Software and the Client has an ongoing maintenance contract;
• Decide on any other solution deemed appropriate under the circumstances.

The costs incurred in implementing this warranty will be fully borne by the Client. If the Client does not wish to engage CAPTIVEA, a request may be escalated to the Publisher's support in accordance with the terms and conditions of the maintenance contract subscribed to in the Quote with the Software Solution Publisher. If the Client's request requires intervention by the Publisher, it will be handled under the conditions and within the timeframes specified by the Publisher under its own warranty. In particular, this 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 still allows partial or full use of the functionalities, even if a workaround procedure is required. 

Blocking Anomaly: any operational anomaly that makes it impossible to use all or part of the functionalities of the Software. 

Corrective Maintenance: correction of major and minor anomalies in the Software or Software Solution. 

Support: assistance in using the Software or Software Solution. 

Publisher Maintenance: management of the interface with Software Publishers in 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 outlined in Article 3. 

CAPTIVEA may, at its discretion, propose workaround solutions, correct non-blocking issues by providing patches, or escalate a request to the Publisher’s support team 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 the intervention of the Publisher, it will be handled under the conditions and within the timelines set out by the Publisher at the end of its own warranty period. 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 shall not be held liable for any response considered late to a support or maintenance request, or for its inability to resolve an issue reported by the Client, provided that it has taken all necessary steps, especially with the Publisher of the relevant Software, to remedy the malfunction.

ARTICLE 3 – PROCEDURE

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

Requests are received and handled from Monday to Friday, from 9:00 am to 12:00 pm and from 2:00 pm to 5:00 pm, excluding public holidays and periods when the company is closed, or unless otherwise agreed between the parties. They will be prioritised and processed by CAPTIVEA based on their level of urgency. 

ARTICLE 4 – EVOLVING MAINTENANCE

Considering the services already carried out to adapt the software to the Client’s 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 any responsibility in relation to its maintenance and support obligations for anomalies resulting from: 

• Unsuitability 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. 
• Breakdowns or issues resulting from any intervention or manipulation 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.