Terms of Use

1. Acceptance and Scope

These Terms of Use (the “Terms”) are an agreement between you and Phoenix Software Inc. (“Phoenix”, “we”, “us” or “our”). They govern access to and use of Phoenix websites, hosted software services, Phoenix Portal, GPHC Mobile when provided by Phoenix, and any other Phoenix application or service that links to these Terms (collectively, the “Platform”).

By entering into a Customer Agreement, clicking to accept, registering an account, or accessing or using the Platform, you agree to these Terms in the role that applies to you. If you do not agree, do not access or use the Platform.

An individual Authorized User accepts these Terms only for that individual’s use of the Platform and does not become personally responsible for the Customer’s subscription fees or other organizational obligations unless the individual separately agrees to those obligations.

2. Definitions and User Roles

• “Customer” means an employer, public body, business or other organization that subscribes to, purchases or is otherwise authorized to use the Platform.
• “Authorized User” means an employee, officer, contractor, manager, administrator or other person whom a Customer permits to use the Platform.
• “Customer Data” means information, records, files and other content submitted to or processed through the Platform for a Customer.
• “App” means Phoenix Portal, GPHC Mobile when provided by Phoenix, or another Phoenix mobile application that links to these Terms.
• “Customer Agreement” means an order form, subscription agreement, statement of work or other written agreement between Phoenix and a Customer.

“You” means the Customer when a provision concerns an organization’s subscription, administration or business obligations, and it means the individual Authorized User when a provision concerns individual access or conduct. Sections labelled as applying only to Customers do not impose those obligations on an Authorized User acting only as an employee or other end user.

If a Customer Agreement conflicts with these Terms, the Customer Agreement controls the relationship between Phoenix and that Customer to the extent of the conflict. Our Privacy Policy describes Phoenix’s handling of personal data and remains a separate document.

3. Services and Customer Relationship

The Platform helps Customers manage payroll, human resources, employee self-service and related workforce processes. Available products, modules and features depend on the Customer Agreement, Customer configuration, user role, device and release.

The Customer determines who may use its account, the roles and permissions assigned to users, which features are available, and many aspects of the employment and workforce data shown in the Platform. Phoenix may rely on the Customer’s administrators and authorized representatives when configuring and supporting the Customer’s account.

Phoenix provides technology services. Phoenix does not become an Authorized User’s employer, payroll adviser, tax adviser, accountant, lawyer or representative because the Platform is used. The Customer remains responsible for its employment decisions, payroll instructions, workplace policies, statutory submissions and legal obligations.

4. Eligibility, Accounts and Administration

You may use the Platform only if you have legal capacity to agree to these Terms and, for an Authorized User, have permission from a Customer. If applicable law requires consent from a parent, guardian or another person, you may use the Platform only after that consent has been obtained.

You agree to:

• provide accurate, current and complete registration and account information;
• keep passwords, verification codes, recovery methods and devices secure;
• not share an individual account or permit another person to impersonate you;
• promptly report suspected unauthorized access or a security incident to the Customer or Phoenix; and
• accept responsibility for activity performed through your account except to the extent caused by Phoenix or circumstances outside your reasonable control.

Customers are responsible for appointing administrators, granting and removing access promptly, configuring appropriate permissions, and notifying Phoenix in writing of changes to account ownership or authorized representatives. Phoenix may rely on instructions from the Customer’s designated administrators unless Phoenix has reason to believe an instruction is unauthorized.

If you enable biometric unlocking, the App relies on your device and operating system to perform the biometric check. Phoenix does not receive or store your fingerprint, facial template or other biometric template.

5. Licence and Permitted Use

Subject to these Terms and any Customer Agreement, Phoenix grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform during the applicable subscription or authorization period solely for the Customer’s internal business purposes and the functions Phoenix and the Customer make available to you.

The Platform may be accessed through a supported web browser or installed App. You are responsible for obtaining a compatible device, supported software and internet access, and for any carrier, data or other third-party charges. Network quality, device settings and third-party software may affect performance.

No source code or ownership interest is licensed or transferred. Rights not expressly granted in these Terms are reserved by Phoenix and its licensors. App-store-specific licence rules in Section 18 also apply when an App is obtained from an app store.

6. Acceptable Use and Restrictions

You must use the Platform lawfully, in good faith and only within the access granted by Phoenix and the Customer. You must not:

• access or attempt to access another person’s account, confidential information or Customer Data without authorization;
• submit unlawful, fraudulent, defamatory, harassing, abusive, obscene, malicious or knowingly misleading content;
• introduce malware or take action that may damage, disable, overload, disrupt or circumvent the Platform or its security;
• probe, scan, penetration test or attempt to defeat a security or authentication measure without Phoenix’s prior written permission;
• copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works from the Platform except to the limited extent applicable law expressly permits and does not allow that right to be waived;
• rent, lease, sell, resell, distribute or sublicense the Platform, or use it to develop or benchmark a competing product, without Phoenix’s prior written permission;
• scrape, harvest or extract data by automated means except through an interface Phoenix expressly provides for that purpose;
• remove or alter a copyright, trademark or other proprietary notice; or
• use the Platform in a way that infringes the rights of Phoenix, a Customer, another user or any third party.

7. Mobile Features and Permissions

Some App features may request access to device capabilities. Depending on the App, the Customer’s configuration and the feature you choose, these may include the camera, photo library or file picker for profile photos and supporting documents; notifications for service and workflow updates; device and app information used for account security, compatibility and support; and device authentication for biometric unlocking.

You control operating-system permissions through your device settings. Declining or revoking a permission may prevent the related feature from working. You are responsible for using the App safely and must not interact with it while driving or whenever doing so would be unsafe or unlawful.

Phoenix may issue corrections, security updates or new versions. You may need to install an update, and use a supported operating-system version, to continue using the App securely.

8. Employment and Payroll Information

The Platform may display or help process payroll, payslip, leave, time-off, attendance, appraisal, personal-document and other workforce information supplied, approved or maintained by the Customer. The Customer remains responsible for the accuracy and completeness of Customer-maintained records and for decisions made using them.

Information or general compliance updates provided through the Platform do not constitute legal, tax, accounting, financial, National Insurance Scheme, human-resources or employment advice from Phoenix. If a record appears incorrect or incomplete, contact the Customer’s human-resources, payroll or Platform administrator before relying on it.

9. Customer Data and User Content

As between Phoenix and the Customer, the Customer retains its rights in Customer Data. An Authorized User retains any rights that individual has in photographs, documents and other content the individual submits (“User Content”), subject to the Customer’s rights and policies concerning workforce records.

The Customer and each Authorized User grant Phoenix a non-exclusive right to host, copy, process, transmit, display and otherwise use Customer Data and User Content only as reasonably necessary to provide, secure, maintain, support and improve the Platform; follow the Customer’s lawful instructions; enforce these Terms; and comply with applicable law.

You represent that you have the rights and lawful authority needed to provide content to the Platform. Customers are responsible for the legality, quality and accuracy of Customer Data, for giving required notices and obtaining required permissions, and for configuring access appropriately.

10. Privacy, Security and Backups

Our Privacy Policy explains how Phoenix collects, uses, shares, stores and protects personal data in connection with its websites, Platform and associated apps. A Customer’s employee privacy notice, workplace policies and legal responsibilities may also apply to workforce data.

Phoenix maintains commercially reasonable administrative, technical and organizational safeguards designed to protect the Platform and Customer Data. Phoenix will access and disclose Customer Data as needed to provide and support the Platform, follow the Customer’s lawful instructions, protect users and the Platform, or comply with law.

Phoenix uses regular operational backup procedures, including daily backups for standard production Customer Data. Backups are intended for service recovery and are not a substitute for a Customer’s own records or exports. Phoenix will make reasonable recovery efforts after data corruption or loss but cannot guarantee that every item of data can be recovered.

If Phoenix discovers a security breach affecting Customer Data for which Phoenix is responsible, Phoenix will take reasonable remedial action and notify the affected Customer as required by the Customer Agreement and applicable law. Customers remain responsible for incidents caused by their users, contractors, systems, credentials or failure to administer access securely and must promptly notify Phoenix of such incidents.

Requests to access, correct, export or delete employment data may need to be directed to the Customer because the Customer controls that data. Phoenix will assist the Customer as required by the Customer Agreement and applicable law.

11. Customer Subscriptions and Payment

This Section 11 applies only to Customers. It does not require an Authorized User acting only as an employee or other individual end user to pay the Customer’s fees.

Services may be offered under quarterly, semi-annual or annual subscription plans. Unless a Customer Agreement states otherwise, subscription fees are payable in advance, are non-refundable to the extent permitted by law, and cover only the subscribed services and basic support described below. Separate services, custom development, integrations and on-site work may require a separate proposal and fee.

Changes to the number of employee licences may be prorated for the applicable period and applied in the next billing cycle. Phoenix may change standard fees on at least 30 days’ notice. The Customer may exercise any cancellation or non-renewal right stated in its Customer Agreement if it does not accept the revised fees.

Billing cycles, taxes, payment methods, renewal, discounts and any additional commercial terms are governed by the applicable Customer Agreement.

12. Availability, Support and Changes to Services

Phoenix intends the hosted Platform to be generally available around the clock, subject to scheduled maintenance, emergency maintenance, updates, security events, internet or utility failures, third-party services, and circumstances outside Phoenix’s reasonable control. Phoenix may add, remove or change features to maintain security, comply with law, improve the Platform or reflect product changes, subject to any commitments in a Customer Agreement.

Basic support hours are 9:00 a.m. to 4:00 p.m., Monday to Friday, excluding public holidays in Guyana. Account administrators may contact Phoenix by email or telephone. Response time depends on severity and complexity; Phoenix aims to provide an initial response within 24 hours during support days, but this is a target rather than a guaranteed service level unless a Customer Agreement states otherwise.

Basic support includes reasonable assistance with navigation, troubleshooting, bug reports, account setup, standard documentation and general feature questions. It does not include on-site assistance, bespoke development, professional legal or financial advice, guaranteed recovery beyond standard backup procedures, or extensive support for third-party systems unless separately agreed.

The Platform is provided as a standard service. A request for customization is not included unless Phoenix accepts it in writing, and Phoenix may evaluate it as a separate engagement with its own scope, schedule and price.

13. Third-Party Services

The Platform may interoperate with or rely on services supplied by hosting providers, operating-system providers, app stores, notification and diagnostic providers, Customer-selected integrations and other vendors. Third-party terms and privacy notices may apply to those services.

Phoenix is not responsible for a third-party service it does not control or for a Customer’s decision to enable an integration. Phoenix remains responsible for its own obligations concerning vendors it appoints to process personal data on its behalf.

14. Suspension, Termination and Deletion

Phoenix may restrict or suspend access if fees are overdue, an account presents a security or legal risk, maintenance is required, or a Customer or Authorized User breaches these Terms or a Customer Agreement. Where Customer fees are overdue, Phoenix will ordinarily send the account holder a reminder and allow a ten-day grace period before suspension, unless immediate action is reasonably necessary or the Customer Agreement provides otherwise.

A Customer may terminate or decline to renew its account by sending Phoenix a written request in accordance with its Customer Agreement. A Customer or Phoenix may remove an Authorized User’s access when that user’s authorization or employment ends. An Authorized User may stop using an App by signing out and uninstalling it, but uninstalling an App does not close the account or delete data held in the Platform.

Before termination, the Customer should export records it is required to retain. Subject to the Customer Agreement, Phoenix’s retention policy and applicable law, Customer Data eligible for deletion may be irretrievably deleted after an account has been suspended for 30 or more days or after termination. Employment, payroll, tax, audit, security or other records may be retained when required for a legitimate purpose, under the Customer’s lawful instructions or by law.

Where an in-app account-deletion option is available, it applies to the App account as explained during the deletion process and in the Privacy Policy; it does not necessarily delete underlying Customer-controlled employment records. Contact the Customer to request correction or deletion of those records.

Provisions that by their nature should survive termination—including accrued payment obligations, intellectual-property protections, disclaimers, liability limitations and dispute provisions—will survive.

15. Intellectual Property

The Platform, including its software, source and object code, design, interfaces, databases, text, graphics, logos, trademarks, documentation and other Phoenix-provided materials, is owned by Phoenix or its licensors and is protected by applicable intellectual-property laws.

Except for the limited rights expressly granted in these Terms or a Customer Agreement, no right, title or interest in the Platform is transferred to you. If you voluntarily provide suggestions or feedback, Phoenix may use them without restriction or payment, provided Phoenix does not identify you publicly without permission.

16. Warranties and Disclaimers

Phoenix will use commercially reasonable efforts to provide the Platform in accordance with its standard documentation and any express commitments in a Customer Agreement. Customers represent that their billing and account information is accurate, and all users represent that they have not provided false information to obtain access.

Except for an express warranty in a Customer Agreement and to the maximum extent permitted by law, the Platform and all content are provided “as is” and “as available”. Phoenix disclaims implied warranties and conditions, including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Phoenix does not warrant that the Platform will always be secure, uninterrupted, error-free, compatible with every device, meet every requirement, preserve every item of data, or be free from harmful components.

Nothing in these Terms excludes or limits a warranty, remedy or consumer right that applicable law does not permit Phoenix to exclude or limit.

17. Limitation of Liability

To the maximum extent permitted by law, Phoenix will not be liable for indirect, incidental, special, exemplary, consequential or punitive damages, or for loss of profits, revenue, business opportunity, goodwill or data, arising out of or related to the Platform or these Terms, even if Phoenix was advised that the loss was possible.

Phoenix is not responsible for loss caused by a Customer’s employment or payroll decision, inaccurate Customer-supplied information, an Authorized User’s conduct, loss of connectivity, an unsupported device or a third-party service outside Phoenix’s control. Nothing in these Terms limits liability that cannot lawfully be limited or excluded. Any additional liability allocation or cap in a Customer Agreement controls for that Customer.

18. App Store Terms

Apple App Store. If you obtained an App from Apple’s App Store, the following additional terms apply:

• these Terms are between you and Phoenix, not Apple, and Phoenix is solely responsible for the App and its content;
• your licence is limited to using the App on Apple-branded products that you own or control as permitted by the applicable App Store usage rules, including use through accounts associated with you when those rules allow it;
• these Terms do not replace or conflict with applicable App Store usage rules;
• Apple has no obligation to provide maintenance or support for the App;
• if the App fails to conform to an applicable warranty, you may notify Apple, and Apple may refund any purchase price paid for the App; to the maximum extent permitted by law, Apple has no other warranty obligation concerning the App, and Phoenix is responsible for other warranty claims;
• Phoenix, not Apple, is responsible for addressing claims concerning the App or your possession or use of it, including product-liability, legal-compliance and consumer-protection claims;
• if a third party claims that the App or your possession or use of it infringes intellectual-property rights, Phoenix, not Apple, is responsible for investigating, defending, settling and resolving that claim;
• you represent that you are not in a country or region subject to a United States Government embargo or designated by that government as supporting terrorism, and that you are not on a United States Government restricted-party list;
• you must comply with applicable third-party terms when using the App; and
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce the provisions that benefit them after you accept these Terms.

Google Play. If you obtained an App from Google Play, these Terms are between you and Phoenix, not Google. Phoenix, not Google, is responsible for the App, its support and claims concerning it. Your use of Google Play remains subject to Google’s applicable terms, and those terms control to the extent they must apply to your use of the copy distributed through Google Play.

19. Changes to These Terms

Phoenix may update these Terms to reflect changes to the Platform, business practices or applicable requirements. Phoenix will post the revised Terms and update the date above. For a material change, Phoenix will provide additional notice through the Platform, by email or through the Customer where reasonably appropriate or legally required.

Changes take effect on the stated effective date. Continued use after that date constitutes acceptance to the extent permitted by law. If the change requires affirmative consent, Phoenix will request it. Changes to a Customer Agreement must be made in accordance with that agreement.

20. Governing Law and General Terms

These Terms are governed by the laws of Guyana, without regard to conflict-of-law rules. The courts of Guyana have jurisdiction over disputes relating to these Terms, except where a Customer Agreement provides otherwise or mandatory law gives an individual the right to bring a claim elsewhere.

If a provision is found unenforceable, it will be enforced to the greatest extent permitted and the remaining provisions will continue in effect. A failure to enforce a provision is not a waiver. You may not assign your rights under these Terms without Phoenix’s prior written consent; Phoenix may assign these Terms in connection with a merger, reorganization, sale of assets or by operation of law. These Terms, together with applicable Customer Agreements, the Privacy Policy and incorporated notices, form the agreement governing the Platform.

21. Contact Information

Questions, complaints and claims concerning the Platform or these Terms, and requests for technical support, may be directed to:

• Phoenix Software Inc.
• 73 Hadfield Street, Stabroek
• Georgetown, Guyana
• Telephone: +592 223 4696
• Email: support@phoenixsoftgy.com