GENERAL TERMS AND CONDITIONS OF SERVICES for Konsultoo Madagascar

Konsultoo SARL. - Version 1

Effective Date 10/09/2024

Konsultoo SARL (“Konsultoo”) provides consulting, software integration, training, and specific software development services for professionals in the areas of management software and enterprise information systems. These General Terms and Conditions aim to define the terms for providing and executing services, licensing Software, Additional Modules, and the Software Solution provided to the Client.

Part A – General Provisions

Article 1 – Definitions

In these General Terms, the following expressions will have the meanings given in their respective definitions:

Client: The legal entity that has entered into a contract with Konsultoo.
Contract: The contract consists of the Quote approved by the Client and these General Terms. In case of any discrepancy between the Terms of Sale and the detailed specifications in the quote regarding the execution of services, the specific provisions of the quote shall prevail.
Quote: The commercial proposal from Konsultoo describing the services provided and their price, including any licensed Software or Software Solution, the license duration, and its price.
Specific Developments: Custom developments by Konsultoo to complement the Software and Additional Modules to meet the Client’s specific needs.
Data: Any type of data, including Users' personal data, collected and processed by the Software, as well as data generated by the Software.
Study: Consulting services such as audits, needs analysis, or assistance with drafting specifications.
Publisher: The company that develops and markets Software, which Konsultoo resells.
Installation: The provision of Software for the Client, typically by creating one or more user accesses.
Software Integration: The installation of a Software or Software Solution licensed to the Client, either on-premises or in a hosted environment.
Software: The software developed by a third-party company, distributed and/or integrated by Konsultoo for the Client, in object code format, along with the associated documentation.
Go Live: The actual use of the Software by the Client in its work environment, starting with or through the entry of real data to perform actual work.
Additional Modules: Computer programs developed or distributed by Konsultoo, designed to be used by multiple users for the same application or function, supplementing the core functionalities of the Software as detailed in the Quote.
Acceptance: Validation by the Client of the Software Installation, either explicitly or implicitly through the Software’s Go Live.
Software Solution: A software suite that integrates a Software, Additional Modules, and Specific Developments.
Information System: The Client’s system of hardware, software, applications, databases, and telecommunications networks.
Services: The full range of services offered by Konsultoo, including Study, Scoping, Audit, Training, Software Integration, Data Migration, Support, Maintenance, Specific Developments, and all other services related to the Client’s Information System.
User: An individual under the Client's authority authorized to use the Software.

Article 2 – Contract Formation

Each Service is subject to a prior Quote or commercial offer. Only the prices and indications in the quote or offer are contractually binding. Prices and information listed in catalogs, brochures, or on the provider’s website are for informational purposes only.

The contract is formed upon receipt by Konsultoo of the Client’s written or electronic acceptance of the quote or commercial offer.

In case of electronic signature, it must comply with the provisions of Madagascar’s Electronic Signature Law No. 2014-025, ensuring its security and legal admissibility as proof.

Unless otherwise indicated, the contract becomes effective upon its formation.

Once the contract is established, it cannot be unilaterally canceled. Any cancellation by the Client will result in the immediate demand for payment of all sums due, payable within thirty (30) days of the invoice’s receipt.

Article 3 – Duration

For Software licenses, the Contract is a subscription agreement for an initial period of one (1) year from the Software’s Installation unless a longer commitment is mentioned in the Quote.

The contract is concluded for one (1) year from its formation. It is renewable by tacit agreement for successive one (1) year periods unless terminated by either party.

In case of non-renewal, either party must notify the other by registered letter with acknowledgment of receipt, respecting a notice period of at least three (3) months before the initial or renewal term.

Any modification during the final quarter will incur a flat management fee of 500,000 Ariary.

The contract ends upon Konsultoo’s full delivery of services and the Client’s complete payment. It also terminates in case of cancellation or non-renewal, regardless of the reason.

Article 4 – Acceptance and Modification of the General Terms of Sale

Unless explicitly stated otherwise in the Quote or commercial offer, the Client’s acceptance of a Quote or commercial offer from Konsultoo constitutes full acceptance of these General Terms, to the exclusion of any other document issued by the Client, provided the Client had the opportunity to review them.

Konsultoo reserves the right to modify these General Terms at any time. These changes will apply to ongoing contracts thirty (30) days after being emailed to the Client.

In case of refusal, the Client may terminate the Contract by registered letter with acknowledgment of receipt within the notice period. The provisions of Article 17: Consequences of Contract Termination will apply.

Article 5 – Service Delivery

In the context of its Services, Konsultoo is not bound by an obligation of results.

Konsultoo’s liability is governed by Article 8 of Part A.

Article 5.1 – Contractual Scope

Konsultoo does not commit to a precise contractual scope but to a time volume in order to meet the Client’s needs. It may provide a global estimate of the project, but this does not constitute a fixed-price commitment.

Article 5.2 – Analysis Phase

Konsultoo may propose an analysis phase before starting the Services to define the scope, the Specifications, and verify the alignment between the Client's needs and the chosen solution. This analysis phase will be included in the initial Quote or commercial proposal with a commitment of resources.

If applicable, the Client agrees that this analysis may lead to a reevaluation of the project estimate and required time.

Article 6 – Client's Commitment

The Client commits to actively collaborate in the proper execution of the Services by providing Konsultoo, within the agreed deadlines, with accurate information as well as all documents and data necessary for the proper execution of the project and compliance with contractual deadlines. The Client shall report any element that may compromise the execution of the Services and inform Konsultoo of any changes regarding the provided data. The Client is solely responsible for any malfunctions.

If the Services are to be performed at the Client’s premises and/or using its equipment, the Client agrees to provide Konsultoo with access to its premises and equipment and to supply the necessary work resources for the proper execution of the Services.

The Client will comply with the technical prerequisites required for the installation and functioning of the software and solutions. These prerequisites, communicated by Konsultoo, are provided as a guide and may be modified by the software publishers or the Client’s Information System providers.

The Client shall designate a reference person, competent in functional and technical aspects, who will be the main point of contact for Konsultoo to monitor the project’s progress and the solution’s use after its delivery. This person must be trained on the basics of the software solution.

In case of absence, the Client will quickly appoint a replacement to avoid project delays and will request Konsultoo to train this new person on the basics of the solution.

Unless otherwise indicated by the Client, this person will also be the point of contact for Support.

Article 7 – Konsultoo's Commitments

Konsultoo commits to dedicating the necessary time and human, material, and technical resources to the performance of the Services ordered by the Client and to executing them professionally, in accordance with industry standards, provided the Client fulfills its own obligations.

Unless otherwise stated, the software or software solution documentation, as well as any additional modules, is that available on the Publisher’s website, in English or French where applicable.

Konsultoo also commits to regularly informing the Client of the progress of the Services, as well as any difficulties encountered, and their potential consequences on deadlines and/or costs.

Article 8 – Liability – Insurance

It is agreed between the parties that Konsultoo is bound by an obligation of means. Thus, Konsultoo's liability can only be engaged in the event of proven fault by the Client.

Konsultoo cannot be held liable for indirect damages suffered by the Client, such as commercial loss, loss of profit, damage to reputation, data loss, or any other damage resulting from the execution of the Services, 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 is considered indirect damage.

In the event of proven fault, Konsultoo’s liability is expressly limited to the amounts paid by the Client during the twelve (12) months preceding the incident that caused the damage, even in the event of termination or cancellation of the Contract.

Konsultoo holds professional liability insurance, which it undertakes to maintain throughout the duration of the contract, and will provide proof of it at the Client’s request.

Article 9 – Deadlines

The deadlines and delivery dates indicated in the Quote or commercial proposal are provided for informational purposes, unless otherwise agreed. Therefore, in the event of a delay due to Konsultoo, no penalties or compensation may be claimed, nor any price modification, order cancellation, or rejection by the Client.

If the delay is caused by the Client (modification requests, delay in providing information, etc.) or a supplier of Konsultoo, the delivery will be postponed based on Konsultoo’s availability, without incurring its liability.

If the delay exceeds thirty (30) days after a follow-up without response, Konsultoo may terminate the contract, and the Client will remain liable for all invoices and orders up to the termination.

Article 10 – Financial Terms

Article 10.1 – Pricing

Service prices are expressed in Ariary, net and excluding all taxes and duties. However, if the software license price is based on a supplier price outside Madagascar, this price may be expressed in foreign currency, in which case it will be converted into Ariary at the exchange rate in effect on the billing date (or renewal).

Annual license management fees, specified in the quote or commercial proposal, may be applied to the client.

Article 10.2 – Price Revisions

Konsultoo reserves the right to modify its prices at any time to reflect price changes from its own suppliers (publishers) or its internal costs.

The Client may refuse this modification and terminate the contract without penalty by sending a registered letter to Konsultoo within thirty (30) days following the notification of the new prices.

In the absence of termination within this period, the new prices will automatically apply to the current contract. In case of termination, the provisions of Article 17 will apply.

Article 10.3 – Invoicing

Invoices are sent in electronic format, but the client may request a paper copy, which may incur management fees.

Article 10.4 – Payment

Unless otherwise agreed between the parties, the Client agrees to pay the full amount of the services listed in the Quote or commercial proposal upon order confirmation.

Payment is made by bank transfer or check payable to Konsultoo, with the understanding that any bank charges (including rejection fees) charged by an intermediary or paid by Konsultoo will be passed on to the Client.

In case of late payment, penalties will be applied from the payment due date until the principal amount is paid. The applicable penalty rate is set at 12% per year.

In addition, if extrajudicial or judicial proceedings are necessary, all costs related to collection and proceedings will be exclusively borne by the Client.

For license renewals, late payment penalties will apply in addition to those imposed by the Publisher and will be automatically charged to the Client (see Part B, Article 2).

Article 10.5 – Service Delivery

The Client will be supported by purchasing a "time package," allowing them to have a credit of hours with Konsultoo for the services specified in the Quote or Commercial Proposal.

Time packages are invoiced and payable in full in advance upon receipt of the order, unless otherwise agreed. The validity of the time packages is two (2) years from the order date. The hourly rate applied is the rate in effect at the time of order or renewal of the time package.

All services performed in "Time Package" mode, excluding functional support, will result in an estimate of the time consumed, according to the procedure indicated in the Quote or Commercial Proposal.

Any request requiring, according to Konsultoo's estimate, an intervention time of four (4) hours or less will be executed without prior validation by the Client.

Requests are estimated for informational purposes only and must be validated by the Client. It is specified that the actual intervention time will be deducted from the time package during the service delivery. In case of non-validation of a request, the time spent qualifying it will also be deducted from the package, based on the actual time spent.

The intervention time will be deducted in increments of fifteen (15) minutes.

Services covered by the "Time Package" do not include travel expenses.

If no additional time package is renewed in advance, and to ensure service continuity, Konsultoo reserves the right to handle any additional or remaining requests based on the hourly rate in effect on the intervention day, set at 250,000 Ariary. Invoices will be issued bimonthly and payable upon receipt.

To optimize Konsultoo's support, the Client agrees to hold a quarterly meeting of at least thirty (30) minutes with their dedicated contact person.

In case of contract termination, whatever the reason, the remaining balance of time in the time package cannot be refunded.

Article 10.6 – Guarantee Deposit Clause for Services Billed Monthly in Arrears

Guarantee Deposit for Monthly Billed Services: For services billed monthly, a guarantee deposit will be required.
The guarantee deposit must be equivalent to 100% of the total estimated amount for the month, inclusive of all taxes.
Payment will be made using any payment method accepted by the company.
Deposit Adjustment: If the invoiced amount during the month exceeds the initial guarantee deposit, it will be adjusted accordingly.
This adjustment ensures that the guarantee deposit equals at least 100% of the total monthly invoice amount.
Guarantee Deposit Invoicing and Regular Monthly Invoicing: At the beginning of the service period, a guarantee deposit will be invoiced to the client.
Subsequently, the regular monthly invoicing system will take effect.
Return of the Guarantee Deposit at the End of the Contract: Upon contract termination, the guarantee deposit will be refunded by allocating service hours equivalent to the initial guarantee deposit amount.
The refund request for the deposited guarantee must be initiated within 12 months following the contract termination to be considered valid. After this period, the request will be void and cannot be accepted.

Article 10.7 – Maintenance Service Billing

After service delivery, if corrections are necessary, Konsultoo will issue an invoice for the additional time required. The Client will be informed of the additional hours needed in advance.

Article 10.8 – Lump-Sum Warranty

Konsultoo offers an optional lump-sum warranty covering post-delivery corrections. To benefit from this service, the Client can subscribe by paying an additional 25% of the initial service amount. This warranty option must be expressly subscribed by the Client and is not included by default. In the absence of subscription to this option, all corrections after delivery will be billed based on the time spent.

Article 11 – Confidentiality

The Parties agree not to disclose confidential information of the other party that they may have become aware of during the execution of the services.

Thus, the Parties commit to strictly maintaining this confidentiality and not sharing any non-public information with anyone, both during the contract’s term and after its expiration. In particular, the Client agrees not to share any information about Konsultoo’s software solutions with any third party, and Konsultoo agrees not to disclose the Client’s confidential information or use it for any purpose other than that which is strictly necessary to provide the services.

The terms and conditions of the relationship between Konsultoo and the Client are also considered confidential.

Information that is publicly available at the time of disclosure or later becomes available without a breach of confidentiality by either Party, or that is legitimately obtained from a third party without breaching confidentiality agreements, is not considered confidential.

Article 12 – Non-Solicitation of Personnel

The Client agrees not to solicit, hire, or employ, directly or indirectly, any employee or former employee of Konsultoo for the duration of the Contract and for a period of one (1) year following the end of the contract, regardless of the cause, whether or not they participated in the execution of the Contract.

In the event of violation of this clause, the Client will be required to pay Konsultoo compensation equal to one year of the employee’s gross salary, including employer contributions.

Article 13 – Commercial References

By accepting these General Terms and Conditions and throughout the duration of the Contract, the Client expressly authorizes Konsultoo to mention them as a reference and to reproduce the Client's logo or brand on its website and commercial documents, in compliance with the Client’s graphic charter. Likewise, the Client may publicly state that they are a client of Konsultoo.

Article 14 – Force Majeure

The obligations of each party under these terms will be suspended in the event of force majeure, as defined by Article 51 of Law 66-003 on the general theory of obligations. Force majeure is understood as any normally unforeseeable, insurmountable event originating from an external cause. By express agreement, the following are considered as force majeure: malfunction, restriction, or interruption of electrical networks, telecommunications, or Internet services, including any service outage or interruption from Konsultoo's service providers or subcontractors.

In the event of force majeure, the affected party must promptly inform the other party in writing of the duration and foreseeable consequences of the event. If the force majeure situation persists beyond sixty (60) days from the notification, the affected party may terminate the Contract without compensation by sending a registered letter with acknowledgment of receipt to the other party.

Article 15 – Assignment

The Client cannot assign or transfer the Contract to a third party without Konsultoo’s prior written consent.

Konsultoo, however, may assign its rights and obligations under the Contract at any time, provided that the Client is informed. In this case, Konsultoo will be released from all obligations towards the Client, both for obligations already fulfilled and those yet to be performed.

Article 16 – Early Termination

If one of the parties fails to meet its essential obligations (such as non-payment by the Client or failure to collaborate by the Client) and does not remedy this breach within one (1) month of receiving a formal notice by registered letter with acknowledgment of receipt, the other party may terminate the contract by sending a registered letter with acknowledgment of receipt.

In the event of early termination due to a breach by the Client, Konsultoo may apply a penalty of 10% of the remaining unpaid amounts, in addition to any damages for harm suffered.

If the Client unilaterally cancels the Contract, all amounts due will immediately become payable, and the Client must settle them within a maximum of thirty (30) days after receiving the invoice.

Article 17 – Consequences of Contract Termination

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

Immediately cease using the Software,
Return to Konsultoo all Software elements and copies within ten (10) days following termination or expiration,
Pay all amounts owed to Konsultoo within fifteen (15) days.

Upon termination, fees already paid for the current period will not be refunded, and any remaining time in the time packages will not be refunded either.

After the end of the Contract, Konsultoo agrees to return or destroy all documents belonging to the Client that Konsultoo obtained during the provision of services, without keeping any copies.

Article 18 – Severability of Contractual Provisions

If any contractual provision is affected by an event, for whatever reason, such as deletion, inability to execute, or invalidation by a court decision, this will not affect the enforceability of the other provisions of these General Terms and Conditions.

Article 19 – Non-Waiver

Failure by one party to enforce or demand the application of any provision of these terms will not be construed as a waiver of that provision.

This will not diminish either party’s rights or affect future enforcement of the Contract’s provisions.

Article 20 – Applicable Law and Dispute Resolution

These General Terms and Conditions of Sale are governed by Malagasy law.

In the event of a dispute and if no amicable agreement is reached, the commercial court of Antananarivo will have exclusive jurisdiction, even in the case of multiple defendants, third-party proceedings, or urgent, protective, summary, or ex-parte proceedings.

Part B – Specific Terms for Software and Module Licenses

Article 1 – License Acceptance

When software integration is performed, licenses for the software are granted, the number of which is defined by the Client in the Contract.

Before ordering these licenses, the Client must accept the End User License Agreement with the Publisher.

The Client must use the software in accordance with the terms of the user license. The Contract becomes effective upon the Publisher’s acceptance of the license order.

Article 2 – Publisher’s Commercial Policy

Konsultoo’s partner Publishers may modify their commercial policies without notice. Konsultoo may apply these modifications to ongoing Contracts with the Client without notice, including, but not limited to:

Changes in license pricing due to Publisher price changes,
The billing of late fees imposed by the Publisher for late payments,
The end of maintenance or support for unsupported software versions,
Contract termination if it no longer meets the Publisher’s eligibility conditions.

Konsultoo will inform the Client of changes and their effects. Termination does not entitle the Client to a refund of amounts paid. If the Contract is not yet in force and a Publisher policy change prevents its execution, Konsultoo may cancel the Contract without fees or compensation.

Article 3 – Duration and Termination

Any software license contract not terminated within the specified timeframe will be invoiced to the Client, even if the software is not used.

Article 4 – Client Responsibility

The Client confirms that the software meets their needs. Konsultoo is not responsible for the software’s failure to meet the Client's specific objectives. The use of the software is under the Client’s responsibility, and the Client must collaborate with Konsultoo to ensure compliance with obligations to the Publishers.

Article 5 – Number of Licenses

The subscription contract specifies the number of user licenses, which determines the license fees. The Client must use the software for the number of users specified.

In case of modification in the number of accounts, the Client must notify Konsultoo within 48 hours. The deletion of an account during the subscription does not reduce the subscription fee nor entitle the Client to a refund.

A management fee of 100,000 Ariary will apply for any account deletion during the three months prior to renewal.

Article 6 – Price and Payment

The price of licenses may be in foreign currency, converted into Ariary at the exchange rate in effect on the billing date.

Annual license management fees may be applied. Unless otherwise stated in the Quote or commercial offer, licenses are payable annually in advance upon receipt of the invoice.

Part C – Terms Specific to Software Integration and Specific Development Services

Article 1 – Basic Operation

The solution proposed by Konsultoo and chosen by the Client is based on an existing Software or Software Solution. Customizations requested must be achievable with the standard functionalities of the selected Software Solution (configurations, development tools provided by the system).

The possibilities, usage, and working methodologies depend on the functionalities of the Software, ensuring scalability, uniformity, and skill enhancement across the entire system.

The Client agrees that the presentation of information and other user interface elements will remain as proposed by the Software in its standard form. Document generation will follow the customization options offered by the Software, based on documents provided by the Client (logo, color codes).

Article 2 – Data Migration

If the contract includes data migration services, these involve importing data from the old software using a simple column-matching script from the file provided by the Client to the new Software Solution's database.

The Client is responsible for extracting the data and providing it to Konsultoo's team in the form of flat files that can be processed with standard office software (Microsoft Office) or from a MySQL relational database.

Unless otherwise stated in the Quote or commercial offer, data migration services do not include cleaning, qualifying, modifying, or formatting data. The Client must provide a clean, exhaustive data file ready for insertion into the new software.

If incorrect or incomplete files are provided, the data migration services will be re-billed to cover the additional workload.

Article 3 – Preliminary Testing

The Client may request preliminary tests before installing the Software or Software Solution. This service will be mentioned in the Quote.

Konsultoo will conduct internal tests to verify the correct operation of the Software Solution according to the terms of the commercial proposal.

Konsultoo will correct any anomalies identified during the tests within the framework of a time allowance validated by the Client.

Article 4 – Software or Solution Delivery

If the Client performs the installation themselves, they must prepare their Information System according to the technical specifications and prerequisites provided by the Publishers.

If the installation is performed by Konsultoo, the Client must comply with the additional prerequisites provided by Konsultoo.

The Client must also prepare the necessary configurations to establish links with other applications in their Information System (telephony server, document management system, ERP, CRM, internal database, etc.).

Article 5 – Delivery and Installation – Acceptance

The delivery and installation of the Software Solution will be carried out according to the modalities specified in the Contract.

The Client must verify upon delivery by Konsultoo that the Software Solution meets their needs.

Article 6 – Suspension of Services

If the Client does not respond to Konsultoo’s requests necessary for proper service execution, Konsultoo may, after a final request remains unanswered for 30 days, immediately suspend the Contract.

The suspension will take effect upon notification to the Client and will remain in force until the requested items are provided. If the Client does not respond within three months of the suspension notification, Konsultoo may terminate the Contract without further notice. The provisions of Article A.16, paragraph 2, will apply.

Article 7 – Intellectual Property

When the Contract provides for the use of Software or Additional Modules developed by a Publisher, the Client is granted a limited right to use the software under the Publisher’s license agreement. Ownership of the Software and Modules remains with the Publisher.

For Additional Modules or Specific Developments created by Konsultoo, unless otherwise stated, Konsultoo retains intellectual property rights.

These General Terms do not grant the Client any exploitation rights.

Konsultoo grants the Client a personal, non-transferable, and non-exclusive license to use the Additional Modules and Specific Developments for the operation of the Software Solution, for the authorized number of users, subject to the payment of license fees as defined in the Contract.

The Client may not modify, distribute, adapt, or commercially exploit the Software Solution, including the Additional Modules and Specific Developments.

If the rights to Specific Developments are transferred to the Client, this will only be effective after full payment for the Developments. Konsultoo reserves the right to use the knowledge acquired and to develop similar solutions for third parties. Konsultoo retains ownership of the methods, tools, and know-how used.

Article 8 – Service Guarantee

Konsultoo does not guarantee the absence of defects in the Software or Software Solution.

To this end, Konsultoo offers a maintenance contract, which can also be in the form of a time allowance, covering the core of the Software or Software Solution.

The Client must report any malfunction by submitting a request through Konsultoo's Client portal. Based on the information received, Konsultoo may:

Provide a solution via email or phone,
Conduct a reproduction test remotely with the Client,
Forward the malfunction to the Publisher if the maintenance contract is in force,
Choose another solution adapted to the circumstances.

The costs incurred by implementing this guarantee will be borne exclusively by the Client.

If the Client does not wish to engage Konsultoo, a request may be submitted to the Publisher’s support in accordance with the terms and conditions of the Maintenance contract included in the Quote with the Software Solution Publisher.

Part D – Specific Terms for Maintenance and Support

Article 1 – Definitions

Non-blocking Anomaly: Any minor or major malfunction that allows partial or complete use of the functionalities, even if this requires a workaround.
Blocking Anomaly: Any malfunction that makes it impossible to use all or part of the Software functionalities.
Corrective Maintenance: Correction of major and minor anomalies in the Software or Software Solution.
Support: Assistance with using the Software or Software Solution.
Publisher Maintenance: Management of the interface with Software Publishers in case of anomalies in the software core.

Article 2 – Corrective Maintenance and Support

The Client may subscribe to a Maintenance Contract that will be formalized with a time allowance, which will start according to the date indicated in the allowance.

Konsultoo will provide Corrective Maintenance for the Software or Software Solution, as well as Support in accordance with the procedure outlined in Article 3.

Konsultoo may, at its discretion, offer workarounds, correct non-blocking anomalies by sending fixes, or submit a request to the Publisher's support in accordance with the terms and conditions of the contract included in the Quote or commercial proposal with the Software Solution Publisher.

If the Client’s request requires intervention by the Publisher, it will be handled under the terms and conditions of the Publisher’s own guarantee. This may specifically require installing a fix or update to the Software or Software Solution recommended by the Publisher. Konsultoo cannot be held liable for a delayed response to a support or maintenance request or for its inability to resolve a reported anomaly if it has used all necessary means, particularly with the Publisher of the Software concerned, to resolve the issue.

Article 3 – Procedure

Support and Corrective Maintenance requests must exclusively be submitted through Konsultoo's technical platform in the Client’s personal area. Requests must be centralized and submitted only by the technical contact provided in Part A, Article 6.

Requests are received and handled 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., except on legal holidays and during company closure periods, or as otherwise agreed between the parties. Requests will be prioritized and handled by Konsultoo based on their urgency.

Article 4 – Evolutionary Maintenance

Given the services already provided to adapt the software to the Client’s expressed needs, it is explicitly stated that software updates and evolutions are not included in Corrective Maintenance or the Warranty.

Any installation of an update or evolution will be subject to a separate invoiced service.

Article 5 – Exclusions

Konsultoo is released from all responsibility regarding its maintenance and support obligations for anomalies resulting from:

The inadequacy of User workstation specifications, including memory capacity, disk space, or any useful peripheral for proper Software operation as specified in the contract.
Malfunctions related to third-party software (other than the Software) installed on User workstations.
A failure or issue resulting from any intervention or manipulation performed by the Client and/or a third party on the Workstations that affects the Software’s proper functioning.
More generally, any third-party intervention, unauthorized by Konsultoo, on the Software or Software Solution.