Terms and conditions

Before purchasing any Phantom ERP software or services, the client is requested to review the terms of this agreement. By signing the order form, the client agrees to be bound by the terms and conditions contained herein and undertakes to comply therewith. The client acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms.

1. Definitions

1.1 “Acceptance Documents” means the Order Form, SOW, and/or any other document signed by each party’s properly authorized representatives for the Items, all of which are included by reference into this Agreement.

1.2 The terms and conditions listed below for the purchase of an Phantom ERP Software license and/or services are considered a “Agreement” if both parties have signed the applicable Acceptance Documents, attesting to their acceptance of them.

1.3 “Change Request” refers to any official modification made to a SOW’s project scope following the proper execution of the relevant Acceptance Documents.

1.4 “Client” refers to the person who buys the items or the licensee.

1.5 “Client Data” refers to any electronic data or information that the client submits to Phantom ERP and keeps in relation to the company’s services or the client’s use of Phantom ERP software.

1.6 “Confidential Information” will imply what is stated in Section 1 of this document.

1.7 “Deliverable(s)” refers to any precise, quantifiable, or tangible object that Phantom ERP is required to deliver to the client in accordance with a relevant SOW.

1.8 “Disclosing Party” will mean as defined in this Section 1.

1.9 “Phantom ERP” refers, where appropriate, to Phantom ERP Partners Inc. and/or Phantom ERP Partner Limited, its subsidiary.

1.10 “Phantom ERP Software” is the term used to describe the proprietary technology and software, also known as SuiteApps, that Phantom ERP may occasionally make available to Client through the Phantom ERP online application. The Software is licensed to Client by Phantom ERP pursuant to an Order Form and may include upgrades, fixes, patches, revisions, and modifications. To be clear, NetSuite licenses are not included in Phantom ERP Software.

1.11 Any innovations, reports, technological components, tools, source code, procedures, or other advances, along with any patents, trade secrets, copyrights, trademarks, or other intellectual property rights in or to any of the aforementioned, are all considered forms of intellectual property.

1.12 “Item(s)” refers to any and all goods or services, including Phantom ERP Software and Services, that are mentioned on an order form.

1.13 “Order Form” refers to an estimate from Phantom ERP, a notice of renewal, or a purchase order form that is periodically signed by the client and approved by Phantom ERP. It details the items that Phantom ERP will supply to the client in accordance with the provisions of this agreement.

1.14 “Receiving Party” will mean as defined in this Section 1.

1.15 “Representatives” will mean as defined in this Section 2.

1.16 “Services” refers to the general consultation, implementation, technical support, and/or training services that the client will get in accordance with the terms of this agreement, as well as a SOW and/or an order form.

1.17 “Software Commencement Date” refers to the day the Phantom ERP Software is delivered to the client or made accessible for usage.

1.18 A “SOW” is a work agreement that outlines the services that Phantom ERP will provide to the client and includes any schedules and change requests.

2. Customer Orders

2.1 Order Forms. The Client shall order the Items in accordance with Order Forms, whether they be Phantom ERP Software, Services, or Both. A list of all the items being purchased, their descriptions, any applicable fees, and the currency must be included on every order form.

3. Duration and Ending

3.1 Term. This Agreement is in effect as of the date on which both parties sign the acceptance documents and will stay in effect until all SOWs and Order Forms expire or are terminated in line with this Agreement.

3.2 Convenience Termination Subject to Section 2, unless otherwise stipulated in the Acceptance Documents, Order Forms and SOWs may be terminated without cause at any time and for any reason (i) by mutual consent between the parties, or (ii) by either party with thirty (30) days’ prior written notice.

3.3 Termination for Cause. Despite the aforementioned, any party may, at any time and without prior notice, terminate this Agreement for any reason, including fraud, dishonesty, willful neglect, misconduct, or any substantial breach by the other party of the provisions of this agreement or any applicable Acceptance Document.

4. Expert Services

4.1 Statement of Work. Phantom ERP shall supply Client with the Services as detailed in one or more Order Forms or SOWs executed by the parties, pursuant to the terms and restrictions set forth in this Agreement. Every Order Form or, if appropriate, SOW must provide a detailed description of the (i) Services to be rendered, (ii) the duration of the Services, and (iii) the fees that the Client is responsible for paying. These general terms and conditions are incorporated into each SOW and Order Form, which will be regarded as a distinct agreement. The Services covered by this Agreement will include the Services to be rendered under each SOW and Order Form. Any SOW or Order Form that hasn’t expired shall be referred to in this Agreement.

4.2 Change Requests. A client may request a modification to the scope of an order form or SOW by writing to Phantom ERP. If the Change Request calls for work that is not covered by the appropriate SOW or Order Form, the Client will be billed at the hourly rate specified in that document and will be subject to the terms of Section 3 below. If a change request is made, Phantom ERP has the right, at its sole discretion, to stop providing services until the parties have come to a final agreement regarding the request and all associated costs. The approved representatives of both parties will sign the Change Request, which will include the agreed-upon modifications, including any associated expenses. This will serve as an addendum to the relevant Order Form or SOW, as appropriate.

4.3 Hourly Rates. Once a calendar year, the hourly rates that apply to the Services are subject to modification. Any increase in the hourly rates that apply to the Services will be communicated to the Client by Phantom ERP at least thirty (30) days in advance. Thereafter, the increased hourly fees will be applied to the Services without any additional formalities. Client may terminate the relevant Order Form or SOW in line with Section 2 above if Client decides not to consent to such an increase.

4.4 Additional Charges. For genuine, necessary, and reasonable costs that Phantom ERP expended in connection with providing Services and that Client pre-approved, Client is required to compensate Phantom ERP. Phantom ERP will include requests for reimbursement of such pre-approved costs in its regular monthly service invoice to the customer, which will be paid in accordance with Section 1.

4.5 Independent Contractor. Phantom ERP and its representatives are and will always be independent contractors; they do not, and will not, represent themselves as the client’s officer, director, agent, joint venturer, partner, or employee. There is no intention or interpretation that this Agreement or any related SOWs establish an employment relationship between Phantom ERP or its representatives and Client.

4.6 Subcontractors. When Phantom ERP provides services to a client, it has the right to use and engage its staff, consultants, and subcontractors, as well as to assign execution of any part of the services without the client’s prior written consent. Phantom ERP undertakes to assume complete and whole liability for any actions or inactions on the part of such staff members, advisors, and subcontractors with regard to duties pertaining to the rendering of the Services and Deliverables in accordance with this Agreement.

4.7 Covenants by Phantom ERP. In performing the Services, Phantom ERP agrees to: (i) use qualified individuals, contractors, and subcontractors in a professional manner in accordance with the terms of this Agreement and any applicable SOW; (ii) not use any third-party proprietary or confidential information without authorization; and (iii) comply with all applicable laws, rules, and regulations regarding the provision of the Services.

5. Phantom ERP Software License

5.1 Grant. Phantom ERP hereby provides Client a license to use Phantom ERP Software, effective as of the appropriate Software Commencement Date. Subject to the restrictions outlined in Section 4, the non-refundable license price will give the client a limited, non-exclusive, revocable, non-sublicensable, and non-transferable right to use the Phantom ERP Software. The license is subject to termination as otherwise specified above and will expire at the conclusion of the term specified in the Order Form.

5.2 Reprieves Any Phantom ERP Software license that a client purchases will remain valid for the duration indicated in the relevant Order Form after its first term. The Phantom ERP Software license subscription term will automatically renew for a period of one (1) year upon expiration, unless both parties give written notice to the other that they do not wish to renew, at least thirty (30) days prior to the expiration of the applicable initial term or then-current renewal term. This is unless the applicable Order Form specifies otherwise. Except that Phantom ERP may notify Client of any changes to the terms, conditions, scope, and fees applicable to the renewal term forty-five (45) days prior to the expiration of the initial or then-current term, each renewal term will function under the terms and conditions of the initial term or the then-current terms.

5.3 Title. The client understands and agrees that Phantom ERP Software is licensed rather than sold, and that Phantom ERP will always maintain exclusive ownership and title of the software as well as any associated intellectual property rights, including but not limited to patents, trademarks, service marks, database rights, copyright, moral rights, rights in designs, and know-how, anywhere in the world, whether or not they are registered.

5.4 Use Restrictions The following restrictions will be in effect when using Phantom ERP Software:

(a) Use Inside. The Phantom ERP Software may only be used by the client for internal business needs. Without Phantom ERP’s prior written authorization, the customer may not allow any third party to use or access the software. Resale and re-licensing of the Phantom ERP Software in any form are absolutely banned and will result in void and no effect unless specifically allowed in writing by Phantom ERP. Without Phantom ERP’s prior written authorization, the client is not permitted to make the Phantom ERP Software available through a service bureau or application service provider model.

(b) Unique Credentials. Only the special login credentials that Phantom ERP has given to the client may be used to access the Phantom ERP software.

(c) Copies. The Phantom ERP Software may not be duplicated, reproduced, altered, adjusted, translated, prepared derivative works of, republished, uploaded, posted, transmitted, or distributed by the client.

(d) Engineering in reverse. The client is not permitted to decompile, disassemble, reverse engineer, or attempt in any other way to find all or a portion of Phantom ERP Software’s source code, or the arrangement, order, or structure of said code.

(e) Disruption. The client agrees not to upload, post, email, or otherwise transmit worms, viruses, or any other computer file, code, or program that aims to interfere with, limit, or disable the functionality of the Phantom ERP Software, or any third-party or Phantom ERP hardware or telecommunications equipment.

(f) The infrastructure. Client shall not take any action that creates or may impose (as decided by Phantom ERP in its sole discretion) an unreasonable or disproportionately large burden on Phantom ERP’ (or its third-party providers’) infrastructures.

(g) Crawlers. The client is not permitted to use the Phantom ERP Software by any automatic methods, such as web crawlers, scripts, or robots, or through any interfaces that are not offered by Phantom ERP.

(h) Illegal Use. The client agrees not to use the Phantom ERP Software in any way that would cause Phantom ERP to reasonably believe that it is in violation of any local, state, federal, or international law or regulation.

5.5 Changes to Software. The Phantom ERP Software may be improved, enhanced, or modified at any time and without obligation on the part of Phantom ERP; however, Client will be notified of any material changes that could negatively impact Client’s use of the Phantom ERP Software.

5.6 Violation of Rights If the client discovers that the Phantom ERP Software is being used in a way that is not permitted by this agreement, the client must act quickly to stop the unlawful use of the Phantom ERP Software. Any unlawful use must be reported in writing to Phantom ERP by the client. Client understands that any infringement of trademarks, copyrights, secrecy, or non-disclosure under this Agreement will be considered a fundamental breach of the terms of use of Phantom ERP Software and will result in termination by Phantom ERP in accordance with Section 3.3 of this Agreement. Additionally, Client understands that Phantom ERP may choose to remedy any such infringement by monetary damages, injunctive relief, or both.

6. Taxes and Payment

6.1 Terms of payment Except in cases where the Acceptance Documents specify otherwise, all fees are payable upon receipt of an invoice. If an invoice is not fully paid by the due date specified on the invoice, default interest will be legally due without further notice, unless the Acceptance Documents specify otherwise. Default interest will be calculated at a rate equal to the lower of (i) four percent (4%) per month (48% per year) and (ii) the maximum rate allowed by applicable laws.

6.2 No Refund. Except as expressly provided in the relevant Order Form or other Acceptance Document, all fees paid by Client under this Agreement are non-refundable and cannot be retained or offset.

6.3 Levies Phantom ERP guarantees that any and all bills to the client, if any, will prominently include the relevant tax registration number. Unless Client furnishes Phantom ERP with a valid tax exemption certificate authorized by the relevant taxing authority, Phantom ERP will invoice Client for the appropriate amount if Client is legally obligated to pay or collect taxes.

7. Intellectual Assets

7.1 Intellectual Property Rights. All rights, titles, and interests in each party’s intellectual property will remain unaltered. The rights given to Client do not transfer any ownership or implied rights, or any intellectual property rights, in the Items, save as may be specifically stated in this Agreement. Phantom ERP retains all rights to the Items and its intellectual property that are not specifically provided below.

7.2 Reactions Client grants Phantom ERP the right, without restriction, to use, modify, distribute, and incorporate into the Items (without attribution of any kind) any ideas, requests for enhancements, proposals, proposals, corrections, or other feedback or information provided by Client regarding the functionality or operation of the Items. This right is worldwide, perpetual, irrevocable, and transferable.

8. Customer Information

8.1 Ownership of Client Data. The client alone is the owner of all title and intellectual property rights in and to the client data. Client understands and accepts that Phantom ERP may keep and maintain Client Data in connection with the supply of the Services for a duration of time that is consistent with Phantom ERP ordinary business procedures for the Services. Client gives Phantom ERP permission to host, use, process, display, and transfer Client Data in order to provide the Services in line with this Agreement, the relevant order forms and SOWs, and otherwise. It is the client’s only obligation to ensure that the client data is accurate, high-quality, trustworthy, legitimate, and appropriate. It also bears the burden of securing any related rights that Phantom ERP needs in order to carry out the Services.

8.2 Data Transmission The client is aware that the provision of services depends critically on the technological processing and transfer of the client data. Client acknowledges and understands that Client Data will involve transmission over the internet and over various networks, some of which may be owned and/or operated by third party providers. Client also expressly consents to Phantom ERP using Client Data as necessary to provide Services under this agreement and as outlined in any applicable SOW or Order Form.  Client also recognizes and comprehends that while communicating via the internet, network communications facilities, phone, or other electronic means, Client Data may be accessed by unauthorized parties.  Without limiting Phantom ERP applicable obligations under Section 9 of this Agreement, Phantom ERP is not responsible for any Client Data which is delayed, lost, altered, intercepted or stored during the transmission or migration of any data whatsoever across networks not owned and/or operated by Phantom ERP, including, but not limited to, the internet and Client’s local network.

9. Keep Information Private

9.1 Private and Secret Information For the avoidance of doubt, the term “Confidential Information” refers to any business, technical, or other information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is either designated as proprietary or confidential at the time of disclosure or that should be reasonably understood to be proprietary or confidential based on the nature of the information disclosed or circumstances of disclosure. This includes (i) any and all trade secrets, including, without limitation, any information relating to the operations or business of the Disclosing Party that are not generally known by the public; (ii) any information relating to the Intellectual Property of the Disclosing Party; and (iii) any unannounced products or services of the Disclosing Party. Confidential Information shall not include information that (i) is or becomes publicly available other than through any act or omission of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party not known by the Receiving Party to be prohibited from disclosing the information by a contractual, legal or fiduciary obligation; (iii) is developed by the Receiving Party independently and without use of the Disclosing Party’s Confidential Information; or (iv) is approved for disclosure by written authorization of the Disclosing Party.  The simple passage of time or the expiration of this Agreement will not, notwithstanding anything in this article to the contrary, impair Confidential Information’s proprietary status or confidentiality. The Receiving Party shall take the same precautions (but not less than reasonable precautions) to prevent the publication or dissemination of the Disclosing Party’s confidential information as it does for its own confidential information of a like kind that it also wishes to keep private.

9.2 Disclosure Restrictions. The Receiving Party undertakes to maintain the Confidential Information in strict confidence, to use it only as necessary to carry out its obligations under this Agreement, and to disclose it only to those of its employees, agents, independent contractors, or subcontractors (collectively, “Representatives”) who need to know in order to carry out their duties under this agreement; provided, however, that such Representatives are subject to a confidentiality obligation to the Receiving Party that is at least as stringent as the obligations stated herein.

9.3 Disclosure Requirement If the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government agency, the Receiving Party shall, to the extent legally permissible: (i) promptly notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (iii) if disclosure of that Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by its counsel is legally required to be disclosed; and (iv) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. Any disclosure made in compliance with a law or an order from a government body that satisfies the conditions outlined in this paragraph shall be considered permitted.

9.4 Return of Confidential Information. The Receiving Party shall, at the request of the Disclosing Party, do the following: (i) return to the Disclosing Party all of the Disclosing Party’s Confidential Information, including any tangible copies of such information or materials; (ii) destroy all other copies, information, or materials regarding such Confidential Information and/or its use or application in any form or media; and (iii) provide to the Disclosing Party a signed written statement attesting to the fact that all such Confidential Information and other information, copies, and materials pertaining thereto have been returned to the Disclosing Party or destroyed in accordance with the terms If the Receiving Party and its Representatives do not restore any such back-up or archived copies in order to access the Confidential Information, then the obligations of this Section 4 to return or destroy Confidential Information and copies thereof received, stored, or disseminated in an electronic form shall not apply to any electronic copies stored for back-up or archiving purposes that are not easily accessible by the Receiving Party.

9.5 Fair Redress. The Disclosing Party shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunctions, without posting bond or proving damages, and the Receiving Party hereby acknowledges that any disclosure or threatened disclosure of Confidential Information in violation of this Agreement would be detrimental to the Disclosing Party’s business.

10. Disclaimer of Warranty

WITH THE EXCEPTION OF EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT AND ANY ACCEPTANCE DOCUMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) ALL ITEMS, INCLUDING SERVICES, PHANTOM ERP SOFTWARE, CONFIDENTIAL INFORMATION OF PHANTOM ERP, AND IN EACH CASE ANY AND ALL COMPONENTS THEREOF, AND ANY AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN OR THEREUNDER ARE FURNISHED “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED; (II) PHANTOM ERP DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY COLLATERAL WARRANTIES, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (III) PHANTOM ERP DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT PHANTOM ERP WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; AND (IV) PHANTOM ERP MAKES NO REPRESENTATION OR WARRANTY THAT THE PHANTOM ERP SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR BE SECURE, COMPLETE, ACCURATE, OR FREE FROM ERROR OR DEFECT.  When problems arise with the functionality, operation, or security of the services or Phantom ERP software resulting from client data, third-party applications, or services rendered by third parties, Phantom ERP disclaims any liability.

11. Restrictions on Liability

NEVER WILL ETIHER PARTY BE LIABLE FOR ANY BUSINESS INTERRUPTION, LOST BUSINESS OR LOST DATA, COST OF PROCURING SUBSTITUTE SERVICES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER ECONOMIC LOSS, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGE, LOSS OR EXPENSES, EVEN IF THE PARTY HAS BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF ANY SUCH DAMAGE OCCURRING.

IN NO EVENT WILL PHANTOM ERP BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE CAUSED BY A THIRD-PARTY LICENSOR, SERVICE PROVIDER OR SUPPLIER OF CLIENT.

This limitation will apply regardless of the form of action, whether based on contractual, extra-contractual, or any other liability theory. For greater certainty, the existence of two or more claims will not increase this maximum liability amount. IN NO EVENT WILL PHANTOM ERP’S TOTAL LIABILITY TO CLIENT FOR ANY DAMAGES OF ANY KIND OR NATURE, HOWSOEVER ARISING, EXCEED THE FEES PAID BY CLIENT TO THE CONTRACTOR DURING THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM, IF ANY.

12. Compensation

12.1 Indemnity by Phantom ERP. As a condition of providing the Services, Phantom ERP agrees to indemnify, defend, and hold Client harmless from any claims, suits, actions, or judgments brought against Client by third parties alleging that Phantom ERP violated their intellectual property. Notwithstanding the foregoing, if a third party claim relates to a claim that the Services infringe or misappropriate the intellectual property, proprietary or other rights of third parties, Phantom ERP shall have no liability towards Client under this Section 1 to the extent such claim is caused by (i) Client’s use of Deliverables other than in accordance with the documentation or written instructions provided to Client by Phantom ERP; (ii) Client’s use of the Deliverables other than in the ordinary course of its business; (iii) Client’s alteration, modification or use of a revised version of Deliverables that were not mutually agreed for use, in writing, between Client and Phantom ERP; or (iv) from Client’s combination of using Deliverables with material that was not provided by Phantom ERP, except for any material mutually agreed for use, in writing, between Client and Phantom ERP or belonging to Client or a third party that was contemplated by this Agreement or in the applicable SOW. Client consents to quickly notify Phantom ERP in writing of any such claim or litigation, and to allow Phantom ERP to take over defense and/or settlement responsibilities, including managing all appeals and settlement talks. Phantom ERP guarantees that it will not sign a settlement agreement that calls for the client to take any action or make any admissions without the client’s prior written approval, which it will not unreasonably refuse.  At its own expense, the client should be allowed to retain independent legal counsel to oversee any such action or settlement negotiations.  If Phantom ERP does not have prior written consent, it will not be responsible for any expenditures or expenses that the client incurs.

12.2 Client’s Indemnity When a client gives Phantom ERP access to materials, including client data, so that Phantom ERP can carry out its obligations under this agreement, the client is responsible for protecting, holding harmless, and defending Phantom ERP from and against any loss, expense, liability, or damage, including legal fees, that arises from the use of those materials for which (i) no copyright permission or prior release was requested, or (ii) for uses that exceed the uses permitted by a permission or release. This includes, but is not limited to, any third party lawsuit alleging that such materials or derivatives thereof, or Phantom ERP’s use, migration Phantom ERP pledges to grant Client authority over the defense and/or settlement of any such action, and to promptly notify Client in writing of any such claim or litigation. The client consents that it will not engage into any settlement agreement that calls for Phantom ERP to take any action or make any admissions without first obtaining written accede from Phantom ERP, such consent may not be unjustifiably withheld. Phantom ERP reserves the right, at its own cost, to retain legal counsel only for the purpose of observing any such action.  If Phantom ERP incurs charges or expenses without the client’s prior written consent, the client will not be held responsible.

13. Consent

13.1 Entire Agreement. All Acceptance Documents, including but not limited to Order Forms issued from time to time by the parties, any applicable SOWs and its schedules, and these General Terms and Conditions are incorporated by reference into this Agreement. All prior oral and written proposals, discussions, agreements, writings, representations, and promises between the parties shall be superseded by this agreement. Any successor or authorized assignee of any party will continue to be obligated under this agreement.

13.2 Changes to Agreement. The conditions of use are subject to change at any time by Phantom ERP. Any additional or modified terms will become enforceable as soon as they are posted on the websites of Phantom ERP and any successor. Client will receive notice through email of any material modifications to this Agreement that could affect Client’s rights. The parties expressly agree that the client’s continued use of Phantom ERP and the continued receipt of Items after modifications to these terms of use are posted, and that this will be sufficient and ample consideration for the client to irrevocably accept those new or different terms. Any necessary SOW modifications must be made using the change request procedure, as specified in the relevant SOW. Client may terminate the relevant Order Form or SOW in line with Section 2 above if Client decides not to consent to such changes.

13.3 Terms That Conflict The following will take precedence in the case of a dispute between any of the acceptance documents or other agreements the parties have entered into: a) any order form; b) any SOW; c) these general terms and conditions; and d) any other agreements made in conjunction with this Agreement.

14. Overarching Guidelines

14.1 Ability to Sever In the event that any covenant, provision or restriction contained in this Agreement is found to be void or unenforceable (in whole or in part) by a court of competent jurisdiction, it shall not affect or impair the validity of any other covenant, provisions or restrictions contained herein, nor shall it affect the validity or enforceability of such covenants, provisions or restrictions in any other jurisdiction or in regard to other circumstances. The remaining covenants, provisions, and restrictions shall remain in full force and effect, and any covenants, provisions, or restrictions determined to be void or unenforceable are deemed to be separate and distinct.

14.2 Survival. This Agreement shall survive termination insofar as it is reasonably expected that any of its sections—including, but not limited to, Sections 6, 7, 9, 10, 11, 12, and 14—will do so.

14.3 Enurement. The parties, as well as each other’s successors and assigns, including, without limitation, Phantom ERP’s heirs, executors, administrators, and personal representatives, shall benefit from and be bound by this Agreement.

14.4 Task Without the client’s permission, Phantom ERP may transfer its rights, responsibilities, and obligations under this agreement to an affiliate or to a buyer of all or nearly all of its assets. Any duty under the Agreement may be assigned to or subcontracted by Phantom ERP without the client’s prior consent. This Agreement and any license granted hereunder may not be assigned, sublicensed, extended, or otherwise transferred by the Client in whole or in part without Phantom ERP’s prior written agreement. If Client transfers, assigns, sublicenses, extends, or in any other way transfers, this Agreement or any license granted hereunder, in whole or in part, without Phantom ERP’s prior written consent, or if Client changes its effective control without Phantom ERP’s prior written consent, then the unauthorized assignment, sublicense, transfer, extension, or unauthorized change in Client’s effective control shall be void, and this Agreement shall be maintained or, at Phantom ERP’s option, terminated.

14.5 Notices. Any request, notification, or demand must be made in writing and submitted by certified or registered mail with postage paid, email, or fax transmission, with a response provided to the designated address, email address, or fax number. Any party may notify the other in writing of any changes to its address, email address, or facsimile number.

14.6 No Exemption. Under the Agreement, a party’s inaction or delay in acting in relation to non-performance or the non-exercise of a right will not be interpreted as a waiver of that performance or right. A party may not waive any right under the Agreement unless such waiver is provided in writing, in which case it will apply to the particular situation and be used for the specified purpose. Just the passage of time will cause the debtor of an obligation under the Agreement to be in default on that obligation.

14.7 Publicity. Customer grants permission to Phantom ERP to use Customer’s name and/or logo for publicity and advertising purposes, and to refer to Customer as its customer.

14.8 The Overarching Law This Agreement shall be interpreted and regulated solely by the laws of the Province of Québec and the applicable laws of Canada. The Parties agree that the courts of Québec, Montréal district, shall have exclusive jurisdiction over any litigation arising out of this Agreement. An order that originated in a court other than the courts of Québec, Montréal district, may not be enforced by any party.

14.9 Unexpected Events Phantom ERP disclaims all liability for any loss, delay, or non-performance resulting from a force majeure event, which includes, but is not limited to, strikes, riots, fires, explosions, floods, earthquakes, natural disasters, terrorism, acts of war, civil unrest, criminal activity by third parties, internet outages, governmental orders or restrictions, supplier defaults, labor stoppages or disputes, or shortages of materials, provided that Phantom ERP makes a reasonable effort, given the circumstances, to notify the client of the circumstances causing the delay and to resume performance as soon as possible. The period of performance or delivery date will be extended to the extent necessary to allow Phantom ERP to fulfill its obligations under this Agreement after the cause of delay has passed.

14.10 Further Assurances. In order to give effect to the Agreement, each Party shall, at its earliest convenience, do, sign, deliver, or cause to be done, signed and delivered any additional acts, documents, and things that the other may reasonably request.

14.11 Counterparts. The Agreement may be delivered in original form, by facsimile, or in Portable Document Format (PDF). Each of these formats will be considered an original when executed and delivered, and when combined, they will form a single, unchangeable document. The Agreement may be executed in multiple counterparts.

14.12 Language. The Parties affirm that this Agreement and any associated papers shall be drawn up in English, and they have so requested. Les parties déclarent qu’elles ont exigé et par les présentes confirment leur demande que le présent contrat ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Contact info@phantomerp.com with questions.