France
GENERAL TERMS AND CONDITIONS FOR SERVICES

Captivea France - Version 4 - Last updated July 23, 2024

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

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

PART A - GENERAL PROVISIONS

ARTICLE 1 – DEFINITIONS

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

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

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

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

Specific Developments: Software developments carried out 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 audit, 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 accesses.

Software Integration: The installation, 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 work environment, beginning with 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 provided to multiple users for the same application or function, to supplement the basic features of the Software, as detailed in the Quote.

Acceptance Testing: Client's validation of the Software Installation, either expressly or tacitly through the Go-Live of the Software.

Software Solution: Software package integrating Software, Add-on Modules, and Specific Developments.

Information System: All hardware, software, applications, databases and telecommunications 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, authorized to use the Software.

ARTICLE 2 – CONTRACT FORMATION

Each service is provided further to a quote or prior commercial proposal. Only the prices and information set out in this quote or commercial proposal have contractual force, to the exclusion of prices and information appearing in catalogues, brochures, and on the CAPTIVEA website. website, which are provided purely for indicative purposes.

The contract is deemed concluded as soon as CAPTIVEA becomes aware that the client has accepted the quote or commercial proposal, either by postal mail sent to CAPTIVEA’s registered office or by email.

In the case of acceptance by email, the contract will be considered formed only as of the date CAPTIVEA sends an acknowledgement of receipt or confirmation of the client’s email.

Acceptance of the quote or commercial proposal may also be formalized through a certified electronic signature process (such as Docusign or another certified electronic signature provider) in accordance with Articles 1364 and following of the Civil Code.

Unless expressly stated otherwise in the quote or commercial proposal, the contract comes into force on the date it is formed.

Once the Contract is formed, it is irrevocable. However, in the event of unilateral cancellation by the Client, regardless of the reason, all amounts owing under the Contract become immediately due and payable, and the Client must pay 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 term of one (1) year from the Software Installation, unless a longer commitment is specified in the Quote.

This Contract is renewable by tacit renewal upon expiry for periods of one (1) year, unless either party informs the other of its intention to terminate it by registered mail with acknowledgment of receipt, subject to a minimum notice period of three (3 months) before the initial or renewed expiry date. Any changes made during this final quarter will incur a fixed management fee of €200 (excluding VAT) per subscription.

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

ARTICLE 4 – ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

In the absence of any specific written provision in the Quote or commercial proposal that departs, in whole or in part, from these General Terms and Conditions, the Client’s acceptance of a Quote or commercial proposal from CAPTIVEA shall constitute full acceptance of these General Terms and Conditions by the Client, to the exclusion of all other documents issued by the Client, provided that the Client 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 contracts already in force thirty (30) days after the amendments are sent to the Client by email. If the Client rejects these amendments, they may terminate the Contract by sending a registered letter with acknowledgment of receipt to CAPTIVEA within this notice period. In such a case, the provisions set out in Article 17: Consequences of Contract Termination will apply. 

ARTICLE 5 – PROVISION OF SERVICES 

As part of the provision of its Services, CAPTIVEA is not bound by any obligation of result. 

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

Article 5.1 – Definition of Contractual Scope

CAPTIVEA does not undertake a predefined contractual scope but 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 a comprehensive understanding, 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 selected software solution or Service. This analysis phase will be included in the initial Quote or commercial proposal, with a 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 – CLIENT COMMITMENTS

The Client agrees to actively collaborate in the successful completion of the Services by providing CAPTIVEA, in a timely manner, with accurate and truthful information, along with all data and documents necessary for the progress of the project and compliance with the deadlines specified in the Contract. The Client will promptly inform CAPTIVEA of any factors that may compromise the proper performance of the Services. The Client also agrees to notify CAPTIVEA of any changes to the data provided and will be solely responsible for any resulting malfunction.

If the Services chosen by the Client are to be performed 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 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 information purposes only and are subject to change by software publishers and providers of the Client's Information System. 

The Client will appoint a qualified individual to address functional and/or technical questions from CAPTIVEA, serving as the primary contact for CAPTIVEA to monitor the progress of the project and its use following delivery of the Software Solution. 

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

In the event of an absence, the Client will promptly designate an alternate contact to avoid hindering the progress of the project and will request that CAPTIVEA provide additional basic training for the new contact. 

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

ARTICLE 7 – COMMITMENTS OF CAPTIVEA 

CAPTIVEA undertakes to allocate the time and the necessary human, material, and technical resources for the completion of the Services ordered by the Client, and to perform them in a professional manner and in accordance with industry standards, subject to the Client’s proper fulfilment of its own obligations. 

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

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

ARTICLE 8 – LIABILITY – INSURANCE 

It is expressly agreed between the parties that CAPTIVEA is bound only by an obligation of means. Consequently, CAPTIVEA's liability can only be incurred in the event of proven fault on its part, as evidenced by the Client.

Expressly, CAPTIVEA cannot be held liable for any indirect damages that the Client may incur, such as commercial losses, loss of profit, harm to brand image, data loss, or any other damages resulting from the performance of the Services, or from the use of the Software, the inability to use the Software, or the use of results obtained through the Software. Any action brought against the Client by a third party constitutes indirect damage.

It is expressly agreed between the parties that CAPTIVEA’s liability, in the event of proven fault in respect of 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, including in the event of termination or cancellation of the Contract.

CAPTIVEA holds professional liability insurance. CAPTIVEA undertakes to maintain this coverage for the entire term of this Contract and to provide proof thereof upon the Client’s request.

ARTICLE 9 – DEADLINE  

The timelines and delivery dates specified in the quote or commercial proposal are provided for information purposes only, unless expressly stated otherwise. Consequently, delivery delays attributable to CAPTIVEA shall not result in any penalties or compensation, nor justify a price adjustment, cancellation, or refusal of the order by the Client.

If the delay is attributable to the Client (change requests, pending materials, etc.) or to a supplier of CAPTIVEA, the delivery date will be rescheduled accordingly based on CAPTIVEA’s availability, and CAPTIVEA shall not be held liable for such delay.

If the delay exceeds thirty (30) days following unsuccessful reminders, CAPTIVEA reserves the right to terminate the Contract, with the Client remaining liable for all invoices and orders issued prior to such termination.

ARTICLE 10 – FINANCIAL TERMS

Article 10.1 – Rates 

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

Annual fees for licence management, specified in the Quote or commercial proposal, may be charged to the Client. 

Article 10.2 – Rate Revision  

CAPTIVEA reserves the right to change its prices at any time to reflect changes in the pricing of its own suppliers (Publishers) or changes in its internal costs. The Client may refuse this change and terminate the Contract without penalty by sending a registered letter with acknowledgement of receipt to CAPTIVEA within thirty (30) days of the date on which CAPTIVEA sends out these new rates.  

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

Article 10.3 – Invoice Delivery 

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

Article 10.4 – Payment 

Unless otherwise agreed between the parties, the Client undertakes to pay the total amount of 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 term. Unless otherwise agreed between the parties, invoices are payable upon receipt. 

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

In the event of any delay in payment, whether in whole or in part and for any reason whatsoever, a late payment penalty will be charged at the contractual rate of 12% per annum from the due date, without the need for a reminder, in accordance with Article L441-6 of the Commercial Code. In addition, the Client will also be liable for a fixed indemnity for recovery costs in the amount of €40. However, if the recovery costs incurred exceed €40, CAPTIVEA may request additional compensation, with proof. 

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

Article 10.5 – Realization and Payment of Services 

The Client will be supported through the prior purchase of a "Time Booklet," allowing them to acquire a reserve of available time from CAPTIVEA for the performance 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, are subject to an estimate of the time used, in accordance with the procedure indicated in the quote or commercial proposal. 

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

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

When the contracted time booklet is used up, if the Client has not previously renewed or purchased an additional time booklet with our services, and in order to ensure continuity of service for the Client, CAPTIVEA may handle 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 bimonthly and is payable upon receipt. 

Services delivered in “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, for any reason, any remaining time balance acquired through time booklets is non-refundable. 

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

1. Security deposit for monthly invoiced services: 

For monthly invoiced services, a security deposit will be required from the client.

The security deposit must be at least equal to 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 amount invoiced during the month exceeds the initial security deposit, the security deposit will be adjusted accordingly. 

This adjustment is intended to ensure that the security deposit is at least equal to 100% of the total monthly invoice amount. 

3. Billing of the security deposit and regular monthly billing: 

At the beginning of the service period, the security deposit will be invoiced to the client. 

Subsequently, the monthly billing system will come into effect. 

4. At the end of the contract:

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

The request for the refund of the deposited guarantee must be submitted within 12 months following termination in order to be considered valid. After this period, the request will be deemed null 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 agree not to disclose the other Party’s confidential information that they may become aware of in the course of providing CAPTIVEA’s services and/or implementing these terms. Accordingly, the Parties undertake to strictly maintain this confidentiality and not to communicate to anyone any non-public information they may learn, both during the term of the contract and after its expiry. In particular, the Customer agrees not to disclose to any third party, in whole or in part, any information gathered about CAPTIVEA’s software solutions, and CAPTIVEA undertakes not to disclose the Customer’s confidential information and not to use it for any purpose other than what is strictly necessary to provide services to the Customer. The terms and conditions governing the relationship between CAPTIVEA and the Customer are considered confidential. Information that is publicly available at the time of disclosure, or that later becomes publicly available without either Party breaching its confidentiality obligations, or that is legitimately obtained from a third party without breaching a confidentiality agreement relating to that information, is not considered confidential.

ARTICLE 12 – NON-SOLICITATION

Throughout 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, whether or not that person participated in the performance of the Contract.

If this clause is breached, the Customer shall pay CAPTIVEA compensation equal to one year of the affected employee’s gross loaded salary (including employer contributions).

ARTICLE 13 – COMMERCIAL REFERENCES

By accepting these General Terms and Conditions and throughout the term of the Contract, the Client expressly authorizes CAPTIVEA to identify them as a client and to reproduce on its website and in its commercial documents the logo or brand provided by the Client, ensuring accurate reproduction in accordance with the Client's graphic charter. Similarly, the Client may state that they are a client of CAPTIVEA.

ARTICLE 14 – FORCE MAJEURE

The performance of the obligations incumbent on each party under these terms will be suspended in the event of force majeure within the meaning of Article 1218 of the French Civil Code and the jurisprudence of the French courts. By express agreement, events considered as force majeure include malfunctions, restrictions or interruptions of electrical or telecommunications networks, Internet networks, and in particular any breakdowns or interruptions of services at CAPTIVEA’s providers or subcontractors. 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 will have the right to terminate the Contract automatically and without compensation, with no further formality required other than sending a registered letter with acknowledgment of receipt to the other party.

ARTICLE 15 – ASSIGNMENT 

The benefits of the Contract may not be assigned or transferred by the Client to a third party without the prior written consent of CAPTIVEA. However, CAPTIVEA will 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 will be released from any obligation related to the Contract, both for the obligations already performed and those related to the future performance of the Contract by the assignee.

ARTICLE 16 – ANTICIPATED TERMINATION 

If either party breaches its material obligations (specifically, default in payment or, for the Client, failure to fulfil its obligation to cooperate) and fails to remedy such breach within one (1) month after receiving notice 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 resulting from the Client’s breach, CAPTIVEA reserves the right to apply a penalty to the Client set at 10% of the price, before taxes, of the remaining amounts owing, without prejudice to any additional damages that CAPTIVEA may claim to compensate for the loss suffered. 

In the event of unilateral termination of the Contract by the Client, the amounts payable under the Contract shall become immediately due, and the Client must pay them within a maximum of thirty (30) days upon presentation of the invoice. 

ARTICLE 17 – CONSEQUENCES OF CONTRACT TERMINATION 

In the event of termination of the Contract, for any reason whatsoever, the Client shall: 

• Immediately cease using the Software, 
• Return to CAPTIVEA all components of the Software and any copies thereof within ten (10) days following termination or expiry,
• Settle, within fifteen (15) days, any outstanding amounts owed to CAPTIVEA.

Upon Contract termination, regardless of the cause, the fees accrued for the current contractual period will not be refundable, and the remaining time balance acquired through time packages will not be refundable.

At the end of the Contract, CAPTIVEA undertakes to return to the Client or destroy all items or documents belonging to the Client and of which CAPTIVEA may have become aware in the course of performing the Services, and to retain no copies thereof.

ARTICLE 18 – SEVERABILITY OF CONTRACTUAL PROVISIONS 

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

ARTICLE 19 – NON-WAIVER 

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

ARTICLE 20 – APPLICABLE LAW – DISPUTES 

These general terms and conditions are governed by French law. 

In the event of a dispute, and failing an amicable resolution, exclusive jurisdiction is conferred on the Commercial Court of Chambéry, notwithstanding multiple defendants or third‑party proceedings, including for urgent or protective measures, in summary proceedings, or 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 number 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 agrees to use the Software in compliance with the terms and conditions 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 establish and amend their commercial policy without prior notice. 

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

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

• Adjust 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 effect 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 does not entitle the Client to any compensation 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 effective date, would prevent the Contract from being executed, CAPTIVEA may cancel the Contract without cost or compensation.

ARTICLE 3 – DURATION – TERMINATION

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

ARTICLE 4 – CLIENT'S RESPONSIBILITY  

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

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

ARTICLE 5 – NUMBER OF LICENCES

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

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

In the event of adding, modifying, or deleting user accounts, the Client undertakes to notify CAPTIVEA within 48 hours, it being understood 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 License fees already paid. During the three (3) months preceding renewal, administrative fees in the flat amount of two hundred euros (€200) will be applied for any deletion of user accounts.

ARTICLE 6 – PRICE – PAYMENT

The price of Software Licenses may be based on a supplier price in currencies other than euros; accordingly, 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 License. 

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

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

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

ARTICLE 1 – BASIC FUNCTIONING

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

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

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

If applicable, document generation will be based on the customization 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 legacy system and its transfer to our team will be the responsibility of the Client, in the form of flat files usable with standard office software (Microsoft Office) or a MySQL relational database. 

Unless otherwise specified in the Quote, data migration services do not include any data cleansing, qualification, modification, deduplication, or formatting. It is the Client's responsibility to provide a complete, clean data file containing correctly formatted information that is ready to be imported into the new software. 

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

ARTICLE 3 – PRELIMINARY TESTING 

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

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

CAPTIVEA agrees to correct any anomalies and malfunctions identified during these tests, taking the time required to do so within a time log that has been approved in advance 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 integrate the Software or Software Solution into 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 any additional prerequisites communicated by CAPTIVEA. 

In all cases, the Client must previously 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 according to the terms specified in the Contract. 

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

ARTICLE 6 – SUSPENSION OF SERVICES

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

This suspension will take effect on the day it is notified to the Client and will remain in effect until the requested elements or information are provided. If the Client fails to 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, will apply.

ARTICLE 7 – INTELLECTUAL PROPERTY

When the Contract involves providing the Client with access to software or additional modules published by a Publisher, the Client has the right to use this software or these additional modules within the limits and conditions of the final 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, under any circumstances, entail 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 authorized 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 date of full payment by the Client for these developments. Furthermore, CAPTIVEA reserves the right to use the knowledge gained from the studies and/or developments entrusted to it by the Client and to carry out developments for third parties, based on elements similar to those developed at the Client's request. In any case, CAPTIVEA remains the sole owner of the methods, tools, and know-how used in the context of its services. 

ARTICLE 8 – SERVICE WARRANTY

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

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

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

The costs incurred by implementing this warranty will be solely borne by the Client. If the Client does not wish to engage CAPTIVEA, a request can be escalated to the Publisher's support according to the terms and conditions of the maintenance contract subscribed to in the Quote with the Software Solution Publisher. In the event that the Client's request requires intervention by the Publisher, it will be processed under the conditions and deadlines specified by the Publisher at the end of its own warranty. In particular, it may require the installation of a patch or an update to the Software Solution, recommended by the Publisher.

PART D - SPECIFIC CONDITIONS FOR MAINTENANCE AND SUPPORT

ARTICLE 1 – DEFINITIONS 

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

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

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

Support: assistance in using the Software or Software Solution. 

Publisher Maintenance: management of the interface with Software Publishers in case of anomalies in the core of the software.

ARTICLE 2 – CORRECTIVE MAINTENANCE AND SUPPORT

The Client may subscribe to a Maintenance Contract, which will be formalized with a time log, starting from the date indicated in said log. CAPTIVEA will provide Corrective Maintenance services for the Software or Software Solution, as well as Support in accordance with the procedure outlined in Article 3. 

CAPTIVEA may, at its discretion, propose workaround solutions, correct non-blocking issues by sending patches, or escalate a request to the support of the Publisher according to the terms and conditions of the contract subscribed to in the Quote or commercial proposal with the Publisher of the Software Solution. 

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

CAPTIVEA cannot be held responsible for a response deemed late to a support or maintenance request, or for its inability to resolve an anomaly reported by the Client, as long as it has implemented all necessary means, especially with the Publisher of the Software concerned, to resolve this malfunction.

ARTICLE 3 – PROCEDURE

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

Requests are received and processed from Monday to Friday, from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 5:00 p.m., excluding statutory holidays and periods of company closure, or as otherwise specifically agreed between the parties. They will be prioritized and processed by CAPTIVEA based on their level of urgency.

ARTICLE 4 – EVOLVING MAINTENANCE

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

ARTICLE 5 – EXCLUSIONS 

CAPTIVEA is released from any responsibility with respect to its obligation for maintenance and support for anomalies resulting from:

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