Terms & Conditions
LAST UPDATED: 1st May 2024
Please read these Terms and Conditions carefully before using the www.phoenix47.com website operated by phoenix47.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these terms. These terms apply to all visitors, users, and others who access or use the Service.
By accessing or using the Service you agree to be bound by these terms. If you disagree with any part of the terms then you may not access the Service.
Definitions
- "Delivery Date": means the date of delivery of the Products and/or the Services (as appropriate), which may be set out in the Statement of Work and/or Purchase Order, or if not, communicated, in writing, by Seller to Customer.
- “Documentation" means all documentation and other written material describing, explaining or assisting in the use of the Products and/or Services and/or any materials, including all diagrams necessary for the maintenance of any such materials by or on behalf of Customer, a list of all known defects in the relevant materials, whether material to the operation thereof or otherwise, and any user manuals.
- “Purchase Order” or “PO” means a document that is in electronic or written form and that contains an offer by Customer to purchase pursuant to this Agreement at a specified price as the same may be amended or modified from time to time and incorporates the terms of this Agreement.
- Statement of Work” or “SOW” meaning a document in electronic or written form that is signed and delivered by each of the Parties for the performance of Services as the same may be amended or modified from time. to time and that incorporates the terms and conditions of this Agreement.
- “Third Party Services” means certain services other than services provided by Seller, including, but not limited to, on-going support and/or maintenance services (each of which if provided may be subject to third party terms and conditions which are available from Seller on request), extended warranty service by manufacturers, that are sold by Seller as a distributor or sales agent.
- ”Third Party Supplier” means a third party manufacturer and/or licensor of Products.
1. Services
1.1. Subject to the terms and conditions of this Agreement, Seller may perform certain Services for Customer as described generally in this Agreement and as more particularly described in a Statement of Work, which is incorporated herein. Each SOW constitutes a separate agreement with respect to the Services performed thereunder. In the event of an addition to or a conflict between any term or condition of the SOW and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control, except as expressly amended for an individual SOW by specific reference to the amended provision. In respect of each Statement of Work, these terms shall apply to the exclusion of any terms or conditions contained or referred to in any PO or other documentation submitted by Customer or in correspondence or implied by trade, custom or course of dealing (whether or not in conflict with or additional to these terms).
1.2. Customer acknowledges that there are lead times between ordering Services, agreement of and the commencement of performance of Services. The Parties shall co-operate in the ordering and agreement of SOWs to meet each Party’s demands and expectations.
2. Termination
2.1. We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the terms.
2.2. In the event of any termination of a SOW, Customer will pay Seller for all Services performed and expenses incurred and any other non-recoverable costs incurred by Seller up to and including the date of such termination.
3. Third Parties
3.1. In the event that Customer requests Seller to provide any Third Party Services and there is a discrepancy between the third party terms and conditions and these terms and conditions, the third party terms and conditions prevail only to the extent of such discrepancy with regard to the particular Services being provided under the third party terms and conditions. Customer agrees to be bound by the third party terms and conditions.
3.2. In the case of Third Party Services, the third party will be responsible for providing the Third Party Services to Customer, and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services. With respect to Third Party Services, Seller acts solely as an independent sales agent when collecting any due amounts, including, but not limited to, Taxes.
4. Customer
4.1. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption during the performance of Services and for any necessary reconstruction thereof.
4.2. Customer shall co-operate with Seller in all matters relating to the Services, including by providing timely responses to Seller’s inquiries and requests for approvals and authorizations and shall ensure that each person with whom Seller engages in relation to the Services has the authority contractually to bind Customer on matters relating to the Services
4.3. Customer shall provide, in a timely manner, such Input Material and other information as Seller may require, and ensure that it is accurate in all material respects. For the avoidance of doubt, Seller shall be under no obligation to test, check or confirm the accuracy of the Input Material prior to performing the Services unless required by a SOW.
4.4. Customer shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services.
4.5. Customer shall provide Seller access to Customer’s staff (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. When the Services are provided on Customer’s premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer’s premises and shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller’s gross negligence or wilful misconduct.
4.6. Customer shall inform Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises of Customer specified in the relevant SOW and/or PO where the Products are to be delivered and/or the Services are to be performed.
4.7. Customer shall obtain and maintain all necessary licenses and consents and comply with all relevant Laws in relation to the Services, the right or license for Seller, its Affiliates, and its and their subcontractors to access, use and modify all data and third party products, to use Input Material and to use any equipment, systems, cabling or facilities provided by Customer and used by Seller directly or indirectly in the supply of the Services. Customer shall also obtain and maintain all necessary licenses and consents required under applicable labor Laws, for Seller, its Affiliates and their personnel to work in the Customer’s or its Affiliates’ premises.
4.8. Customer shall comply with any other obligations set out in the applicable SOW.
4.9. Customer acknowledges that Seller is not the manufacturer of the Products and that the only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer relies on the manufacturer’s specifications only and not on any statements or images that may be provided by Seller or its Affiliates.
4.10. The copyright and all other Intellectual Property Rights of whatever nature in the Products shall be and remain vested in the Third Party Supplier. Customer shall not remove any notices of copyright or other Intellectual Property Rights contained on or in the Products.
5. Payment
5.1. Seller, or any of its Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and payments shall be made in Great Britain pounds sterling or the currency as invoiced by Seller. Invoices in respect of Services provided on a fixed fee basis shall be issued in advance of the provision of such Services. Customer will pay invoices containing amounts authorized by the SOW and/or PO.
5.2. In the event of a payment default, Seller reserves the right to suspend the applicable Services or delivery of applicable Products.
6. Confidential Information
Each Party anticipates that it may be necessary to provide access to Confidential Information to the other Party in the performance of this Agreement.
7. Accounts
7.1. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
7.2. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
8. Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Phoenix47.Phoenix47 has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Phoenix47 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
9. Governing Law
These terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these terms will not be considered a waiver of those rights. If any provision of these terms is held to be invalid or unenforceable by a court, the remaining provisions of these terms will remain in effect. These terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.
10. Changes
We reserve the right, at our sole discretion, to modify or replace these terms at any time. If a revision is material we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Contact Us
If you have any questions about these terms, please contact us:
- By email: contactus@phoenix47.co.uk
- By phone: +44(0)203 883 0447
- By visiting this page on our website: www.phoenix47.co.uk
