Terms & Conditions
1.1 LCPhones grants the Reseller or a third party to be appointed by the Reseller access to its "Closed System", namely the closed part of its Internet site and/or part of its ERP system, by providing unique identification codes including organisation identification codes and/or login names and passwords.
1.2 Agreements may be made between the parties on the Closed System, including agreements under which products, services and licences are sold to the Reseller and wherein information is provided concerning these products, services and licences.
1.3 The Reseller will appoint one person as Manager* to manage access rights to the Closed System. LCPhones grants the Manager the right to admit users and to grant or withdraw user rights to or from such users, such as inter alia access to information or the conclusion of agreements, including drop shipment rights.
1.4 The cost of implementing and maintaining access to the Closed System and telecommunication charges will be borne by the Reseller.
2. Proof and creation of agreements
2.1 An agreement on the Closed System is created following written confirmation of the order on the LCPhones Closed System to the Reseller.
2.2 Written confirmation may also comprise an electronic report, in which case evidence of despatch of this report to the Reseller will also be regarded as evidence of a declaration received by the Reseller. In that case, possible failure of such confirmation to arrive or do so in time will be regarded as the consequence of the Reseller’s own actions, of actions by persons for whom the Reseller is responsible or of other circumstances affecting the Reseller and justifying the Reseller’s bearing the consequences.
2.3 Insofar as applicable national law so permits, the parties hereby agree that in the event of a dispute, the electronic recording of a report despatched or received or the reproduction of such a recording will form legal proof of the facts contained therein unless proved to the contrary.
2.4 The Reseller recognises that each purchase order placed on the Closed System for which an Identification Code provided by LCPhones is used or mentioned is a valid, binding purchase order and is the equivalent of a signed purchaser order, excluding any doubt.
2.5 The parties expressly waive any right to challenge the validity of an order created by electronic means purely by virtue of the fact that the agreement was made electronically.
2.6 The Reseller is responsible at all times for the proper use of the identification codes provided by LCPhones and the user rights assigned to or withdrawn from the users. The Reseller undertakes to discharge all agreements made in the way described in paragraph 1. The Reseller may ask LCPhones in writing – by means of a letter sent to LCPhones signed by a person entitled to represent the Reseller – to remove the management of access rights from the Manager and LCPhones will then make every effort to meet this request as rapidly as possible, but this will not change the Reseller’s responsibilities as described above or its liability to comply with agreements.
2.7 The Reseller undertakes to ensure correct supply of data submitted to it, including address and e-mail data, and to keep LCPhones advised of changes at all times.
2.8 LCPhones is entitled not to execute an order at any time should compelling reasons [so prevent], including inter alia insufficient credit limit, incorrect or incomplete information, garbling, delay, misrouting, and unauthorised examination, alteration and/or despatch of an order.
3. Duration and termination
3.1 The agreement is made for an indeterminate period but either party may cancel it at any time. It can be cancelled in writing by the Reseller by means of a letter sent to LCPhones signed by a person entitled to represent the Reseller. LCPhones is entitled to terminate the agreement and to refuse access to the Closed System with immediate effect, without stating its reasons in advance. LCPhones is not required to repay and/or credit sums already paid or due at the time cancellation is received. Cancellation of this agreement will not affect any further agreements already concluded between the parties on the basis of this agreement up to cancellation date.
4. Trademarks and electronic content
4.1 The trademarks and data (e.g. of content providers) used and/or displayed on the LCPhones Closed System may in no way whatever be used by the Reseller without the prior consent in writing of the intellectual or other owner or keeper of the trademarks and/or data.
4.2 Any data provided to the Reseller is intended exclusively for own use by the Reseller and may therefore be divulged to third parties or publicised in any form whatever only with LCPhones ’s prior consent in writing.
5. Confidential and electronic content
5.1 The Reseller undertakes both during the currency of this agreement and following its expiry, avoidance or dissolution to make any communication directly or indirectly to third parties in any form and to any extent whatever of or concerning any features, LCPhones company/companies or the cooperative arrangements between the parties or connected therewith only with LCPhones’s prior consent in writing. The parties declare that they will be bound by the contents of this provision at all times, even if and insofar as this agreement is wholly or partly dissolved or avoided.
6. Privacy declaration
6.1 The Reseller agrees to LCPhones collecting data that may identify users of the Closed System. Copaco declares these data will be used exclusively for the correct execution of agreements created through the Closed System, to improve services, and to understand and process personal requirements and requests.
6.2 LCPhones declares that it recognises and will respect responsibility for the use of personal data and will not share them with other firms without the Reseller’s consent.
7.1 The information on the Closed System is reserved at all times. The Reseller may derive no rights from this. The Reseller is fully responsible for all transactions and other action undertaken on the basis of this information.
7.2 LCPhones is not liable for the direct and/or indirect consequences or damage resulting from inability by the Reseller to consult information or to use opportunities to place orders on the Closed System.
7.3 Certain links on the Closed System lead to sources of information kept by third parties and over which LCPhones has no control. LCPhones therefore accepts no liability for accuracy, for the collection of personal data or for any other aspect of the information on such websites.
8. General conditions
8.1 Pocinhas sarl general conditions, established in 137, Rue de Muehlenbach, L-2168 Luxembourg with registered company number B187476 apply to this agreement. The Reseller declares it is familiar with and has received a copy of these general conditions and agrees to their contents.
9. Applicable law
9.1 All disputes arising from or connected with this agreement, including those regarded as such by one of the parties only, will be settled by the competent court at LCPhones’s place of establishment, namely Luxembourg at present, irrespective of LCPhones’s rights to opt for the court with statutory or contractual jurisdiction.
9.2 All legal relations between the parties resulting from this agreement will be exclusively governed by Luxembourg law, as applicable to the Kingdom in Europe.