PHH shall be PHH
Purchaser shall be the organization, or the individual trading on its behalf, who executed the order, Products & Services shall mean information, guidance, project management and any other services originating from PHH howsoever supplied
PHH shall deliver or otherwise make available its Products & Services to the Purchaser in accordance with the Invoice subject to these Conditions which shall apply in relation to the Products & Services referred to in the Invoice to the exclusion of any terms, conditions, or warranties stipulated by the Purchaser and of any representations or warranties not expressly included in these terms and conditions. No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of PHH and the Purchaser.
3.1 The prices for PHH’s Products & Services are as set out in the quotation and prices for any subsequent Products & Services shall be in accordance with PHH’s then-current tariff. Where the Products & Services are supplied in electronic form the Purchaser is responsible for the provision of and payment for the necessary telecommunications services and software to access them. Any contract made under these Conditions does not include the provision or payment for such services or software and PHH shall have no liability for such services and software.
3.2 All invoices must be paid within 30 days after the invoice date, failing which PHH shall, without prejudice to any other remedies it may have, be entitled to suspend further deliveries of PHH Products & Services and/or charge interest at the rate of 3% per annum above Lloyds Bank plc base rate from time to time calculated from the due date until payment is made.
4.1 PHH will use reasonable skill and care in providing the Products & Services and will use its reasonable endeavors to ensure that:
a) its Products & Services are accurate in all material respects; and
b) its Products & Services are despatched or made available to the Purchaser in the time scale agreed; and
c) all electronic files are checked with Norton AntiVirus software by PHH before despatch. PHH warrants in so far as it is reasonably able that any formatted electronic data included in or with the Products & Services is in accordance in all material respects with the software originators relevant specification, but PHH shall not otherwise be liable for any inherent errors, omissions or failures in the Products & Services. Subject to the foregoing, all conditions, warranties, terms, and undertakings express or implied, statutory or otherwise in respect of PHH’s Products & Services are hereby expressly excluded. This Condition shall not apply to limit or exclude liability where such limitation or exclusion is expressly prohibited by statute.
4.2 PHH shall not, in any event, be liable under any contract made under these Conditions for any errors contained in Products & Services supplied in electronic format to the extent errors result from defects or errors in the computer software or hardware used by the Purchaser to access this information.
4.3 Products & Services are continuously being developed based on customer comments therefore; PHH reserves the right to modify its Products & Services at its discretion.
5.1 Title to and all intellectual property rights (including any copyright or right of re-utilization or unfair extraction) in the information contained in PHH’s Products & Services and the compilation and format of that information remains with PHH. The Purchaser will not copy or reproduce any part of any PHH product in any form or manner without PHH’s prior written consent except as necessary for the Purchaser’s own internal business use or back-up or archiving requirements. The Purchaser’s rights under this Clause 5.1 shall include the right to use, adapt, copy, store, extract, restructure, rearrange and display information and to use any software contained in the Products & Services, for its own internal business use only. The Purchaser may not copy, modify, adapt, or reverse engineer the software contained in any Product except as expressly permitted by law.
5.2 The Purchaser undertakes to ensure that its employees, agents, and sub-contractors are aware of and comply with the terms of this Clause 5.
6.1 PHH may terminate or suspend the operation of any contract made under these Conditions by notice in writing to the Purchaser taking effect forthwith or as specified in the notice if the Purchaser is in breach of its obligations as set out in these Conditions or is unable to pay its debts or enters into compulsory or voluntary liquidation or has a receiver, manager, administrator, administrative receiver appointed or has a petition presented for its winding up, bankruptcy or dissolution.
6.2 Any termination or suspension of any contract made under these Conditions shall not affect the operation of Clause 5 which shall continue notwithstanding any suspension or termination and shall not prejudice or affect the rights of either party against the other in respect of any breach occurring prior to termination or of any payment due or rights accrued in respect of any period prior to termination
Upon termination of any contract made under these Conditions, the Purchaser undertakes that it will forthwith return or destroy any written or digital Products or Services received from PHH and destroy or delete any electronic data licensed to it by PHH for use with or as part of Products & Services.