Terms and Conditions
1. General
1.1. These terms and conditions are applicable to all by PhoenixScribe Limited, hereafter referred to as “PhoenixScribe Business Solutions”, to the client, hereafter referred to as “the Customer”, offered and delivered products and services. PhoenixScribe Business Solutions and the customer together are referred to as “Parties”.
1.2. In these terms and conditions, the following definitions apply:
- “Equipment” - The computer system including peripherals and system software.
- “Software” - All software provided by PhoenixScribe Business Solutions.
- “Products” - All goods provided by PhoenixScribe Business Solutions.
- “Services” - The services and activities to be provided by PhoenixScribe Business Solutions as described in offers, quotations or agreements.
- “Installation” - The moment at which the software is loaded onto the equipment of the customer and demonstrate that the software works on the equipment.
- “Delivery time” - The time within which PhoenixScribe Business Solutions, conform agreement, has to carry out the activities or deliver the products.
- “Licence” - The right to be able to use PhoenixScribe Business Solutions software.
1.3. PhoenixScribe Business Solutions is entitled to modify or expand these terms and conditions for both existing and future agreements. In case of a substantive modification, PhoenixScribe Business Solutions will inform the customer in writing about this and offers the opportunity for 30 days for customers to make an objection against the modification. If a modification is not accepted by the customer, then PhoenixScribe Business Solutions will consult with the customer. If no agreement is reached, the customer has the possibility to terminate the agreement as of the date the modified terms and conditions come into effect.
2. Confidentiality
Parties carry the responsibility to handle (or remain handling) the information provided to each other before, during and after executing an agreement of service, maintenance or delivery confidentially.
3. Offers
3.1. Agreements have been concluded after the customer has signed the offer, provided by PhoenixScribe Business Solutions, taking into account the period of validity. PhoenixScribe Business Solutions is, within their regular business, free to accept or decline orders if there are motivating reasons for it by PhoenixScribe Business Solutions.
3.2. Offers and agreements are based on the information at the disposal of PhoenixScribe Business Solutions as provided by the customer. The customer is responsible for the correctness and completeness of their provided information on which the offer is based.
3.3. Offers and quotations are valid for 30 days at maximum, to be calculated from the date of release, unless explicitly mentioned otherwise.
3.4. Offers and quotations accepted after 30 days, or after the explicitly outlined offer validity period, will be reviewed and accepted or declined at the disgression of PhoenixScribe Business Solutions.
4. Price and Delivery Times
4.1. Labour in offers and agreements are included as pre-calculation or budgeting (including set-up costs).
4.2. All prices are excluding sales taxes (VAT) and other taxes that can be imposed by the government. All prices are displayed in British Pound Sterling (GBP) and the customer has to make its payment in British Pound Sterling (GBP).
4.3. PhoenixScribe Business Solutions is entitled to change the prices used. Price increases may also occur as a result of inflation or other external factors, in compliance with the Consumer Rights Act 2015. With a price increase, the customer will be notified in writing, and then has the possibility to terminate the agreement on which the price increase is applied.
5. Software Licence
5.1. All software, including supplements and new versions, are made available to the customer on the basis of licence. All intellectual properties on the software and documentation, either embodied or used in connection with copyrights, patents or trademarks remain the property of PhoenixScribe Business Solutions.
5.2. The customer is entitled to make an amount of copies of the software exclusively for own back-up or archiving purposes. All provisions of these terms and conditions are applicable to all copies of the software.
6. Support
6.1. The content of the services within the scope of the (service and/or support) contract are explained in the support conditions of PhoenixScribe Business Solutions or, in case explicitly agreed, in a specific assignment or SLA.
6.2. Agreements for support are entered into on the basis of (service and/or support) contracts for a period of at least 1 year and are, unless terminated, implicitly extended for the same period at the then applicable rate.
7. Termination
7.1. Unless specifically agreed otherwise, either party may terminate the contract (for service and/or support) on an annual or rolling monthly basis depending on agreement, subject to a notice period of 90 calendar days, unless agreed otherwise.
7.2. A termination notice must be provided in writing and is applicable under UK law.
7.3. PhoenixScribe Business Solutions is entitled to terminate the agreement(s), without notice of default, completely or partly or to suspend the execution of the agreement(s), if any of the following conditions apply:
- The customer is in a state of bankruptcy.
- The customer requests suspension of payment.
- The customer proceeds to liquidate its company.
- The customer is placed under curatorship.
- The customer does not fulfil its commitments towards PhoenixScribe Business Solutions that result from the agreement(s).
8. Customer Commitments
8.1. The customer commits itself to the following:
- To use or let others use the software and equipment in a careful and rational manner, where no changes are made to the software, unless written permission is given by PhoenixScribe Business Solutions.
- To ensure that unauthorized access does not occur through negligence or failure to secure the software and equipment.
- To provide PhoenixScribe Business Solutions unhindered access to the software and equipment for the purpose of support, maintenance or other activities on behalf of the customer.
- To stop using the software and equipment if an malfunction pops up and report this to PhoenixScribe Business Solutions.
- To give its personnel a decent training for the use and application of the software and equipment and take care of the supervision and management of the software and equipment.
8.2. PhoenixScribe Business Solutions is not committed to maintain and support if one of the commitments in the agreement is not fulfilled by the customer. Possible activities still to be carried out will be charged to the customer at the then applicable rates of PhoenixScribe Business Solutions.
9. Limited Guarantee and Limitation of Liability
9.1. PhoenixScribe Business Solutions is liable solely for damage resulting from its intentional actions or negligence, or that of its employees or third parties acting on its behalf.
9.2. Causes not accountable to PhoenixScribe Business Solutions in case of damage by the customer include, but are not limited to, the following:
- Failures due to operating or user errors.
- Errors in the communication and/or voltage provisions.
- Consumer goods.
- Defective equipment.
- Incorrect installation and changes made by the customer and/or third parties.
9.3. In the event PhoenixScribe Business Solutions is liable for damages vis-à-vis the customer, whether as a result of breach of the agreements between PhoenixScribe Business Solutions and the customer or by tort, PhoenixScribe Business Solutions’s total liability will be limited to the aggregate amount invoiced by PhoenixScribe Business Solutions in the 12 month period preceding the event or circumstance leading to PhoenixScribe Business Solutions’s liability.
9.4. Claims for compensation has to be reported within six (6) months, after the emergence of the damage to PhoenixScribe Business Solutions by writing, under penalty of expiration.
9.5. PhoenixScribe Business Solutions is entitled to reduce or repair the damage at their own expense, if this happens within six (6) months after the damage has been reported to PhoenixScribe Business Solutions.
9.6. PhoenixScribe Business Solutions is in no case liable for indirect damage such as, but not limited to:
- Damage in connection to the loss of data.
- Company stagnation.
- Revenue loss.
- Lost profits.
- Decreased goodwill.
- Third-party damages as a result of misuse of the software.
- Damage resulted from claims by clients of the customer, materials, software of third parties or any other consequential damage.
9.7. The customer indemnifies PhoenixScribe Business Solutions of all claims of third parties due to damage, occurred or in connection with the products and/or services provided by PhoenixScribe Business Solutions.
10. Data Protection
10.1. PhoenixScribe Business Solutions acts in two capacities under the General Data Protection Regulation (GDPR):
- As the Data Processor for the data of the Customer, which is stored and managed by the Customer using the software provided by PhoenixScribe Business Solutions.
- As the Data Controller for its own customer data, including but not limited to customer names, addresses, license keys, and other details related to the Customer’s business relationship with PhoenixScribe Business Solutions.
10.2. PhoenixScribe Business Solutions processes and stores the following types of data:
- Customer Data: PhoenixScribe Business Solutions collects and stores information related to its customers, including business contact details (names, addresses, email addresses, phone numbers), and license keys, for the purposes of providing services, billing, and maintaining customer relationships.
- Support Data: In the course of providing support and troubleshooting services, PhoenixScribe Business Solutions may store and process identifiers (ID values) associated with the Customer's database to resolve issues, such as error reports and support requests. These IDs are stored to facilitate issue resolution and improve software performance.
10.3. The purposes for which PhoenixScribe Business Solutions processes data include:
- For Customer Data: To manage the relationship with the Customer, including billing, contract management, and providing updates and support services.
- For Support Data: To diagnose and resolve technical issues, perform software updates, and ensure the software functions correctly.
- The legal basis for processing Customer Data is the performance of a contract, as it is necessary for the provision of the services PhoenixScribe Business Solutions offers. For Support Data, the legal basis is also the performance of a contract and the necessity to provide support services to the Customer.
10.4. PhoenixScribe Business Solutions is committed to implementing appropriate technical and organizational measures to ensure the security and confidentiality of the data it processes, including encryption, access controls, and secure data storage. PhoenixScribe Business Solutions will take all reasonable steps to protect both Customer Data and Support Data from unauthorized access, alteration, or destruction.
10.5.
PhoenixScribe Business Solutions will retain Customer Data (including contact details, billing information, and license keys) for as long as necessary to fulfill the purposes for which it was collected, including maintaining the business relationship, meeting legal obligations, and providing support services.
Support Data (such as IDs) will be retained only for as long as necessary to resolve support issues, and will be deleted once no longer needed for that purpose.
10.6. PhoenixScribe Business Solutions may engage third-party sub-processors to perform specific tasks related to the provision of services, such as cloud storage, support services, or software updates. Any sub-processors will be contractually bound to process data in accordance with this agreement and applicable data protection laws. PhoenixScribe Business Solutions will ensure that any sub-processors provide sufficient guarantees to implement appropriate technical and organizational measures to safeguard data.
10.7. As the Customer is the Data Controller for the data stored on their server(s), the Customer is responsible for ensuring that individuals whose personal data is processed within their system are informed of their rights under GDPR. These rights include:
- The right to access their personal data.
- The right to correct any inaccuracies in their personal data.
- The right to request erasure or restriction of processing of their personal data.
- The right to data portability.
- The right to object to processing.
10.8. In the event of a data breach involving the data PhoenixScribe Business Solutions processes (such as customer data or support-related data), PhoenixScribe Business Solutions will notify the Customer without undue delay and provide all necessary information to comply with breach notification obligations under GDPR.
10.9. If any data processed by PhoenixScribe Business Solutions is transferred outside the European Economic Area (EEA) for support or maintenance purposes, PhoenixScribe Business Solutions will ensure that appropriate safeguards are in place to protect the data, such as using standard contractual clauses or ensuring compliance with other data protection mechanisms required under GDPR.
10.10. PhoenixScribe Business Solutions and the Customer agree to comply with the provisions of GDPR and other applicable data protection laws. PhoenixScribe Business Solutions will assist the Customer, as necessary, in fulfilling obligations related to data protection, including assisting with data subject access requests, breach notifications, and other compliance-related activities.
11. Reservation of Ownership
PhoenixScribe Business Solutions reserves the ownership of all delivered products by PhoenixScribe Business Solutions to the customer in the broadest sense of the word. The ownership of these products, with the exception of software unless explicitly stated otherwise in writing, is transferred to the customer as soon as they have met the payment obligations, on any grounds, towards PhoenixScribe Business Solutions. No rights of ownership on the software/equipment or any part of it are transferred to the customer, unless explicitly agreed upon beforehand with PhoenixScribe Business Solutions by writing. If and insofar at a time the working of this article is limited by a statutory regulation to the detriment to PhoenixScribe Business Solutions, the customer undertakes at the first request of PhoenixScribe Business Solutions to establish a non-possessory pledge in respect to the delivered products to the customer to ensure all existing and future claims on the customer.
12. Payments
12.1. All payments needs to be done within 14 days after invoice date, unless explicitly agreed upon otherwise. Payments need to take place without any discount or compensation on a bank account designated by PhoenixScribe Business Solutions.
12.2. PhoenixScribe Business Solutions explicitly reserves the right to demand partial or complete prepayment, cash payment at delivery, or other certainties, ahead of the delivery and/or installation.
12.3. In case the customer does not, not on time or not completely, fulfil its payment obligations, PhoenixScribe Business Solutions is entitled to:
- Delay the delivery and/or installation without judicial intervention and without further notice of default.
- Charge extrajudicial costs, with a minimum of at least 10% of the overdue payment
- Claim statutory interest over the outstanding amount as of the due date of the customer's outstanding invoice over every month or part of the month in which the invoice remains unpaid.
- Claim compensation from the customer.
12.4. The customer waives the right to offset any debt owed to PhoenixScribe Business Solutions with any claims against the company.
13. Other Provisions
13.1. The customer renounces the right to suspend any obligation that may concur regarding this agreement.
13.2. If any provision in this Terms and Conditions is invalid or not enforceable, all other provisions remain in full effect. Parties will in that case agree upon a provision that approaches the invalid provision as close as possible.