France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 6 - Last updated 13/04/2026

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

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

PART A - GENERAL PROVISIONS

ARTICLE 1 – DEFINITIONS

In these General Terms and Conditions, each of the terms listed 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 the General Terms and Conditions.

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

Specific Developments: Software developments created by CAPTIVEA in addition to the Software and Add-on Modules to specifically meet the Client’s 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 an 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: Provision of installation services at the Client’s premises or in hosted mode, for any Software or Software Solution licensed to the Client.

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

Add-on Modules: Software programs developed or distributed by CAPTIVEA, intended to be supplied to multiple users for the same application or function, in order to supplement 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: 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: A natural person, acting under the authority of the Client, authorised to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each service engagement is subject to a prior quote or commercial proposal. Only the prices and information set out in this quote 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 has been informed of the Client’s acceptance of the quote 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 only be regarded as formed from the date on which CAPTIVEA sends an acknowledgement of receipt or confirmation of the Client’s email.

The acceptance of the quotation or the 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 the commercial proposal, the contract comes into force on the day 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 shall 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 it by registered letter with acknowledgement of receipt, subject to a minimum notice period of three (3) months before the initial or renewed expiry. Any modifications during this last quarter will incur a fixed management fee of 200 € (exclusive of VAT) per subscription.

The Contract terminates when all the Services have been completed by CAPTIVEA and paid for by the Client. In all cases, the Contract terminates on the date of its termination or non-renewal, regardless of the reason.

ARTICLE 4 – ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

In the absence of any specific written provision 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 and unconditional 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 such amendments are 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 that notice period. In such a case, the provisions set out in Article 17: Consequences of Contract Termination will apply. 

ARTICLE 5 – PROVISION OF SERVICES 

In providing its Services, CAPTIVEA does not assume 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 commit to 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 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 the corresponding resource commitment.

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 commits to actively collaborating in the successful completion of the Services by providing CAPTIVEA, in a timely manner, with accurate and truthful information, as well as 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 factor that may compromise the proper performance of the Services. The Client also undertakes to inform CAPTIVEA of any changes concerning the data provided and will be solely responsible for any resulting malfunction or issue.

If the Services chosen 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 CAPTIVEA has unrestricted access to its premises and/or equipment, and to provide the tools strictly necessary for the proper performance of the Services. 

The Client commits to complying with all technical prerequisites necessary for the installation and operation of the Software and Software Solution. The technical prerequisites communicated by CAPTIVEA are provided for guidance 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 handle functional and/or technical queries from CAPTIVEA, and who will act as the primary contact for CAPTIVEA to monitor the progress of the project and its use after delivery of the Software Solution. 

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

If that person is absent, the Client will promptly appoint an alternative contact so as not to impede the progress of the project, 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 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 them in a professional manner and in accordance with industry standards, subject to the Client properly fulfilling its own obligations. 

In the absence of specific provisions, the documentation for the Software or the Software Solution and Complementary Modules will 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 issues 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 only subject to an obligation of reasonable care. 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 or consequential loss or damage that the Client may suffer, including but not limited to loss of business, loss of profits, damage to brand or reputation, loss of data, or any other similar loss 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 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 towards the Client, is strictly limited to the total amount paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the damage, even in the event of termination or cancellation of the Contract. 

CAPTIVEA maintains professional liability insurance. CAPTIVEA undertakes to keep such coverage in force throughout the term of this Contract and to provide evidence of such coverage upon the Client’s request. 

ARTICLE 9 – DEADLINE  

The timelines and delivery dates stated in the quotation or commercial proposal are indicative only, unless expressly stated otherwise. Accordingly, any delay in delivery attributable to CAPTIVEA shall not give rise to any penalty or compensation, nor justify any price adjustment, cancellation, or rejection of the order by the Client. 

If the delay is attributable to the Client (modification requests, awaiting elements, etc.) or a supplier of CAPTIVEA, the delivery date will be 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, 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, specified in the Quote or commercial proposal, may apply to the Client. 

Article 10.2 – Rate Revision  

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

In the absence of termination within the prior notice period, 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 issued in electronic format; however, the Client may request delivery in paper format. This request may be subject to administrative fees. 

Article 10.4 – Payment 

Unless otherwise agreed between the parties, the Client undertakes to pay the full amount for the services specified in the quotation 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) levied by a financial intermediary or incurred by CAPTIVEA will be invoiced to the Client. 

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

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

Article 10.5 – Realization and Payment of Services 

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

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

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

Any requests that, in CAPTIVEA's assessment, require a maximum of four (4) hours of work are carried out without prior approval from the Client. Requests are estimated for information purposes and must be approved in advance by the Client, 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 basis. 

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

When the contracted time booklet has been fully used, if an additional time booklet has not been renewed in advance with our services, and in order to ensure continuity of service for the Client, CAPTIVEA may process all additional or outstanding requests from the Client based on the hourly rate in effect on the date the work is performed by our teams (As of 01/01/2022: €150/hour). The invoice will be issued twice monthly and will be payable upon receipt. 

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

To ensure CAPTIVEA’s support is 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, 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 services that are 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. 

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

2. Adjustment of the security deposit: 

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

This adjustment is to ensure that the security deposit is at least 100% of the total monthly invoice 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 security deposit will be refunded by allocating service hours equivalent to the initial amount of the guarantee.  

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

Article 10.7 - Billing for Maintenance Service

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

Article 10.8 - Flat Rate Warranty

CAPTIVEA offers a flat rate warranty option covering post-delivery corrections. To benefit from this service, the Client may subscribe to it for an additional 25% of the initial service amount. This warranty option must be expressly subscribed to by the Client and is not included by default. In the absence of subscription to this option, any post-delivery correction will be billed based on the 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 obligations incumbent upon each party under these terms will be suspended in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code and the jurisprudence of French courts. By express agreement, events considered as force majeure include malfunctions, restrictions, or interruptions of electrical or telecommunication networks, Internet networks, and especially any breakdowns or interruptions of services at providers or subcontractors of CAPTIVEA. In this case, the party affected by force majeure will promptly and in writing inform the other party of its duration and foreseeable consequences. If the force majeure event were to exceed sixty (60) days from the notification mentioned above, the affected party shall have the right to terminate the Contract automatically and without indemnity, without further formality than sending a registered letter with 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 – 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 implementation 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 – Use of artificial intelligence

The Client acknowledges and agrees that, for the purposes of performing the Services, CAPTIVEA may use, directly or through its subcontractors and technical suppliers, any appropriate technical means, tools, software, or services, including those incorporating automation or artificial intelligence functionalities, particularly for the purposes of analysis, scoping, requirements definition, preparation, production, optimisation, correction, and/or finalisation of deliverables.

Such use shall occur exclusively to the extent necessary for the proper performance of the Services, based on the needs of the project, and in accordance with applicable law. 

Within this framework, the Client authorizes the use of information, documents, content, and data strictly necessary for the performance of the Services. CAPTIVEA undertakes, where technically possible and relevant, to implement “no-training”, “no use for training”, or equivalent settings, so that the Client’s data, content, and information are not used for the training, retraining, general improvement, or creation of datasets intended for the providers of the tools concerned, except with the Client’s express prior consent.

CAPTIVEA undertakes to maintain the confidentiality of the Client’s information and to use it solely for the performance of the Services, except with the Client’s express prior consent.

To the extent that the performance of the Services involves the processing of personal data on behalf of the Client, CAPTIVEA undertakes, in accordance with applicable law, to:

• process such data only for the purposes necessary to perform the Services;
• implement appropriate and reasonable technical and organisational measures to ensure the security, confidentiality, integrity, and availability of such data;
• limit access to such data to duly authorised persons or systems only;
• regulate the use of any subcontractor or technical supplier involved in the processing of such data;
• ensure, where applicable, that any transfer of or access to data outside the applicable territory is subject to the required appropriate safeguards.

ARTICLE 18 – ANTICIPATED TERMINATION

In the event of a breach by either Party of any of its material obligations, including, without limitation, the Client's failure to pay or breach of its duty to cooperate and in the absence of remedy within one (1) month after being notified of the breach by registered letter with acknowledgment of receipt, the other party may terminate the contract automatically by registered letter with acknowledgment of receipt.

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

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

ARTICLE 19 – 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 granted licence is expressly limited or revocable under the terms of the Contract. Otherwise, the 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 20 – SEVERABILITY OF CONTRACTUAL PROVISIONS

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

ARTICLE 21 – 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 22 – INSOLVENCY PROCEEDINGS

1.If insolvency or collective proceedings are opened 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 23 – APPLICABLE LAW – DISPUTES

These general terms and conditions are governed by French law. 

In the event of a 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 protective measures, summary proceedings, or applications 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 grant of Software Licences, the quantity of which is defined 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 Client's licence order. 

ARTICLE 2 – PUBLISHER'S COMMERCIAL POLICY

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

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

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

• Amend the licence prices in the event of any 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, if the concluded 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 coming into effect prevents the Contract from being performed, CAPTIVEA may cancel the Contract without cost or indemnity. 

ARTICLE 3 – DURATION – TERMINATION

Any Licence contract not terminated within the time limits and in accordance with the procedures specified in Article A.3, whether as 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 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 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 day the Licence is invoiced (or renewed). 

Annual licence management fees 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 working methods that can be implemented depend on the capabilities of the Software. This allows for 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. 

Where 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 transfer 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 a data cleaning, qualification, modification, deduplication, or formatting phase. It is the Client's responsibility to provide a comprehensive, clean data file containing correctly formatted information that is ready to be inserted into the new software. 

The Client understands and accepts that 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, in accordance 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 additional prerequisites communicated by CAPTIVEA. 

In all cases, the Client must, beforehand, have 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 in accordance with the terms specified in the Contract. 

Upon delivery by CAPTIVEA, the Client will verify that the Software Solution complies with the needs they have stated. 

ARTICLE 6 – SUSPENSION OF SERVICES

If the Client fails to fulfil their duty to cooperate by not responding promptly to CAPTIVEA's requests necessary for the proper performance of the Services, CAPTIVEA may, after sending a final written request to the Client to provide the requested items within a maximum period of 30 days and receiving no response, choose 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 provides the Client with access to software or additional modules published by a Publisher, the Client is granted the right 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 said software and modules remaining with the Publisher.

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

Hereby, CAPTIVEA grants the Client a personal, non-transferable, and non-exclusive 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 borne solely by the Client. If the Client does not wish to engage CAPTIVEA, a request may be escalated to the Publisher's support team 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 handled under the conditions and within the time frames specified 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 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 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: 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, correct non-blocking issues 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 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 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 issue 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 through the CAPTIVEA technical platform, in 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 of company closure, or unless otherwise specifically agreed between the parties. They will be prioritised and processed by CAPTIVEA based on their level of urgency. 

ARTICLE 4 – EVOLVING MAINTENANCE

In view of the services already rendered to adapt the Software to the Client’s needs, it is expressly stipulated that updates and upgrades of the Software are not included in Corrective Maintenance or the Warranty. Any installation of an update or upgrade will give rise to a separate charge for Services.

ARTICLE 5 – EXCLUSIONS 

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

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