Terms and Conditions
MFP Flexible Rental Plan and Maintenance
Definitions
“The Company” means 1 Office Equipment Ltd. trading as 1 Office, Riverside Court, Mayo Avenue Dundee DD2 1XD.
“The Customer” means the individual, business or organisation entering into this agreement.
“Flexible Rental Agreement” means the agreement which provides for the use of the Products specified overleaf for the full initial rental period and any extension of thereafter.
“Lifetime Warranty” means the duration for which parts and labour will be provided for the copier print engine.
“Period” The period of time in conjunction with engine life, whichever occurs first, for which the Lifetime Warranty applies.
“Engine Life” the number of copies and/or prints, in conjunction with the period, whichever occurs first, for which the Lifetime Warranty applies.
“Maintenance Agreement” means the agreement which provides for the maintenance services detailed herein for the Products specified overleaf.
“Maximum Monthly Volume” means the maximum permissible monthly volume of copies/prints for the Products specified overleaf as defined by clause 7.
“Copy Block” means the effective copy cost multiplied by the specified number of copies/prints purchased in advance, to provide for the maintenance services as detailed in clause 4.
“Copy Charges” means the cost per copy/print invoiced in arrears, to provide for the maintenance services as detailed in clause 4. 1.
Commencement
a) This agreement commences from the date on which the company signs the agreement shown overleaf and shall be automatically extended by another 12 months at the end of the primary period and every anniversary thereof, if none of the parties are exercising their rights to terminate the agreement.
Flexible Rental Agreement
a) Ownership of products remains with Company at all times. The Customer must not hold themselves out as owners of the Products nor may the Customer claim capital allowances on the products.
b) The Customer must keep the products in their possession at the installation address. If relocation of products is required by the Customer, written approval from the company is necessary. The company will endeavour to accommodate and facilitate such request subject to clause 11.
c) On termination of the agreement the Customer must return the products to the Company within five days in an average saleable condition.
d) The Customer failing to comply with clause 2c) will be liable for the Company’s costs in recovering the products and or restoring them to an average saleable condition.
e) Average saleable condition means that all of the products are immediately available for use by a third party in good working order and condition, free of defects and without need for repair. Fair wear and tear excluded.
f) On termination the Customer will pay the Company on demand for any damage, missing or defective parts or accessories on return of the products.
Lifetime Warranty
a) The Lifetime Warranty on new devices provides for the support of parts and emergency call out labour for the warranty period being 60 months or engine life specified overleaf, whichever occurs first.
a) The Lifetime Warranty on refurbished devices provides for the support of parts and emergency call out labour for the warranty period being 36 months or engine life specified overleaf, whichever occurs first.
b) The Lifetime Warranty is subject to this maintenance agreement remaining in force for the full period or engine life and on provision that the monthly volumes comply with the limitation of clause 7.
c) Ownership of products remains with the Company at all times.
Maintenance Agreement
a) The maintenance services provide for all parts while covered by the lifetime warranty, labour, routine and preventative maintenance, the manufacturers modifications and updates, consumable parts and supplies (excluding paper & staples) and if indicated as inclusive overleaf toner as per the manufacturers specifications as specified in clause 4b).
b) In consideration of the Company providing all necessary maintenance as detailed in clause 4a) the Customer agrees to pay either the Copy Charges or the Copy Blocks, as specified overleaf. All Copy Charges and Copy Blocks are based on ISO A4 sizes with 5% toner coverage.
c) Copy Blocks will be invoiced in advance and will last for the specified number of pages detailed overleaf or 12 months, whichever occurs first. A new Copy Block will be automatically invoiced on 90% completion of the current Copy Block or every 12 months, whichever occurs first.
d) Copy Charges will be invoiced in arrears based on the actual meterage recorded on the product counters or at the minimum monthly volume specified overleaf, whichever one is the greater.
e) Any toner not included in this agreement or in excess of the manufacturer’s toner specifications may be charged at any time during the full term of this agreement at the current toner rates prevailing as specified by the manufacturer.
f) Any parts required required oustide of the lifetime warranty of the machine will be chargeable.
Maintenance Exclusions
The Customer will pay a charge in addition to those set out in this agreement for the following;
a) Neglect, misuse, non-compliance with the Company’s or the manufacturer’s written instructions.
b) If the Customer uses parts, consumable parts or supplies and input materials not approved by the Company.
c) Support out with normal hours or on Public Holiday.
d) The support of system or application software or software upgrades or viruses.
e) Service to any accessory or modular upgrades out with warranty and not supported by a valid accessory or modular upgrade maintenance agreement.
f) Retraining of new key operators.
g) Relocation of the products.
h) Connectivity costs (unless chosen as an optional and costed extra).
6. Maintenance Reviews
The Company may vary the maintenance charge in this agreement at any time subject to the following;
a) Any increase will be limited to a maximum of 10% in any 12 month period.
b) At any time in excess to the restrictions referred to in clause 6a) a further percentage to reflect any percentage increase incurred by the Company for required supplies, components and/or services.
7. Monthly Volume
The Company allows for a 25% increase in the maximum monthly volumes stated overleaf on no more than three occasions in any twelve months period. In the event of the monthly volume being exceeded on a more regular or higher percentage basis the Customer will be offered the following options;
a) Activate a completely new agreement with the Company for a replacement model suitable to the Customers then current monthly volumes.
b) At the Company’s discretion and if practicable modify the existing agreement to reflect the additional costs incurred as a result of the impact of the higher workloads.
c) In the event of the Customer failing to choose either option as per clause 7a) or 7b) within twenty-one days of official notification of excess monthly volumes, the Company reserves the right to terminate the agreement.
d) Should the agreement be terminated as per clause 7c) the Customer will immediately be invoiced for the total outstanding sums due under this agreement in accordance with clause 14.
8. Customer Responsibilities
The Customer must provide and/or comply with the following:
a) Provide two principal key operators, who will be initially trained by the Company in the use of the product, the loading of consumables (paper, toner & staples) and the removal of paper misfeeds or jams.
b) Maintain a minimum of two key operators at all times.
c) All service calls must be logged by key operators only.
d) Only key operators can load supplies and enter the interior sections of the products.
e) Only consumable materials purchased from or approved by the Company should be used in the equipment.
f) Provide a suitable location with regards to lighting, power supply, ventilation and where appropriate network connectivity facilities as specified by the Company.
g) Provide meter readings on request by the Company.
h) Allow access for the Company’s service personnel to the location of the equipment during the Company’s normal operating hours to carry out the Company’s obligations.
i) Operate the equipment in compliance with the manufacturers or the Company’s written specifications.
j) Back up all network data and other programs prior to requesting service work to be carried out.
Failure to comply constitutes a breach of this agreement and may incur additional charges.
9. Company Responsibilities
a) Support will be provided from45 a.m. – 17.15 p.m. Monday – Friday in line with Public Holidays.
b) The Company will, at its discretion, provide support either by telephone or if applicable by remote access or if applicable on site.
c) The Company will provide support within the selected response times as per clause 12.
d) The Company shall only provide services at the locations stated in this agreement.
10. Insurance
a) The Customer, at their expense, must at all time keep all products insured with a reputable insurer under a comprehensive policy without restriction or excess for an amount equal to the full products replacement value. Should the Customer fail to provide insurance accordingly, repair or replacement of the products must be covered by the Customer.
b) If an insurance claim is made the Customer must notify the Company immediately. The Customer acknowledges and agrees that any insurance payments received will be paid to the Company in full.
c) Any insurance proceeds for the products, at the Company’s discretion, may be put towards repair, replacement of products or the payments due to the Company.
11. Location
Equipment location will comply with the following criteria;
a) Installation will be as per the installation address overleaf.
b) The Customer must give the Company thirty days written notice of intent to relocate the products.
c) Products can only be relocated with the written approval of the Company and relocation carried out by the Company or the Company’s approved service personnel.
d) Products relocated out with the Company’s servicing area will, if possible, be serviced by an approved third party, although this may require a variation in terms and conditions and possible alteration in maintenance costs.
12. Response Compensation
a) Guaranteed service response time is calculated at 8 hours from time call is logged at Company’s service centre until call is processed by Company in this agreement.
b) Failure to respond within the guaranteed response time entitles the Customer to compensation of £30.00, unless this is due to force majeure or any unforeseen circumstances.
To qualify for compensation the Customer must submit a written claim and invoice to the Company within five working days of the incident occurring by recorded delivery.
13. Product Reviews
a) The product review interval offers the Customer the opportunity to review their product requirements.
b) At the review interval specified overleaf the Customer has the option to add further products, which may vary the rental charge.
c) In order for the Customer to exercise their option in clause 13b) a new Flexible Rental Agreement must be entered into by the Customer with the Company together with a Maintenance Agreement.
d) In addition to the product review interval specified overleaf the Customer also has the option, on an annual basis, to review and alter their method of maintenance (inclusive, Copy Block or Copy Charge) for the remainder of the Maintenance Agreement.
14. Charges/Payment
All services in addition to those contracted for within the selected Support Agreement are billed in line with our standard hourly rate.
a) Unless agreed otherwise in writing by the Company payment of the Flexible Rental agreement will be by standing order.
b) Payment of all invoices must be made to the Company within thirty days of the date of the invoice, inclusive VAT at the prevailing rate and without any form of retention or deduction by the Customer.
c) For any services carried out on site not included under this support agreement a call out charge will be added, to cover the engineer travel time, and billed in line with our standard hourly rate.
d) Any delivery charges will be charged and invoiced to the Customer as and when incurred.
e) All maintenance and other sums must be paid in full on the due date, inclusive VAT at the prevailing rate and without any form of retention or deduction by the Customer.
f) In the event that the Customer fails to pay any sum due to the Company on the due date, the Company shall be entitled, without prejudice to any other right, to cease to perform its obligations under this agreement and charge interest rate of 5% above the base lending rate of the Royal Bank of Scotland plc from time to time on any sum outstanding from the due date until the date of payment, including accrued interest in full.
15. Termination
This agreement can be terminated;
a) By the Customer giving ninety days’ written notice, such notice to expire on an anniversary of the commencement date, but not before the end of the primary period selected.
b) By the Customer upon entering into a new agreement with the Company, equivalent to the existing agreement.
c) By the Company giving ninety days written notice to the Customer at any time.
d) By the Company with immediate effect, if it finds the Customer to be in material breach of this agreement or subject to an insolvency event.
e) Upon the Customer’s request for early termination.
F) In the event of early termination, for whatever reason, an early termination charge is due. In case of the Flexible Rental agreement this is calculated as; current monthly charge multiplied by the months remaining until the actual contracted termination date. With regards to the Maintenance Agreement this is calculated as; the copy charge in effect at the date of termination multiplied by the Customer’s average monthly volume (as determined from the Company’s service records or minimum monthly volumes, whichever is greater) multiplied by the months remaining until the actual contracted termination date. In this event an early termination discount of 10% will apply.
g) On termination of this agreement, for whatever reason, decommissioning of all products is mandatory.
Warranty
a) All copier engine accessories and modular upgrades are supplied inclusive of the manufacturers six months parts and labour warranty commencing from the date of installation.
b) On expiry of the manufacturer’s warranty the Company will offer the Customer the option of customised maintenance contracts for any accessory or modular upgrade devices. In the absence of a maintenance contract all service to these devices will be supplied on a chargeable basis at the Company’s current rates prevailing.
c) In the event of the copier engine failing to achieve the Lifetime Warranty either by period or engine life (copies/prints) the Company will replace this equipment with equipment of similar or enhanced facilities to honour the Company’s Lifetime Warranty contractual obligations.
16. Confidentiality
Unless permission is given in writing, neither party at any time will disclose the other party’s confidential information and such obligations and such obligations will continue beyond the term of this agreement.
Indemnification
The Customer hereby agrees to indemnify the Company or any of its directors, employees or other representatives from and against any claims arising out of or based upon Customer’s misuse of all services hereunder, including but not limited to, claims based on software licensing violations, copyright/trademark and patent infringements.
In addition, Customer agrees to pay any legal costs associated with such claims on an indemnity basis.
Non-solicitation
a) The Customer shall not, without the prior written consent of the Company, at any time from the date of this agreement to the expiry of 6 months after the last date of supply of the services, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the services.
b) Any consent given by the Company in accordance with clause 19.a) shall be subject to the Customer paying to the Company a sum equivalent to 20% of the annual remunerations of the relevant Company employee, consultant or contractor or, if higher, 20% of the annual remunerations to be paid by the Customer to that employee, consultant or subcontractor.
20. Assignation
a) The Customer shall not be entitled to assign its rights or obligations under this agreement without prior written consent from the Company.
b) The Company shall be entitled to assign its right and obligations hereunder to whomsoever it may think fit.
21. Liability
The Company shall not be liable to the Customer for;
a) Any loss of business, profits, goodwill or consequential loss or damage.
b) Any loss attributable, either directly or indirectly, to the products being moved from the initial point of installation to another location without the Company’s written consent.
c) Any loss attributable, either directly or indirectly, to hardware or network failure.
d) Any loss or damage including personal injury sustained by the Customer or any person or any of its employees incurred by the misuse of equipment.
e) Any software failure, whether or not software is contained in the products, loss of or corruption of data or confidential or other information, business interruptions or failure of the Customer’s computer system, software or network.
f) Any issues that arise as a result of a failure, variation or corruption of external services, i.e. power utilities, communication utilities, Internet service provider or software providers.
g) Any loss or damage caused by viruses or malware.
h) Any loss of privacy.
i) Force majeure and any unforeseen circumstances including any acts of terrorism, which gives rise to the Company’s failure in carrying out its’ obligations.
The total liability -whatever the type of claim- per agreement year will be limited to the total charges paid by the Customer during that agreement year.
22. Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes all other written or oral agreements or representations. Any alterations of these terms must be confirmed in writing by a director of the Company.
23. Severability
Should individual terms of this agreement be totally or partially void or otherwise unenforceable, it shall not affect the validity of the remaining agreement. The parties undertake to replace the invalid clause with a valid clause coming closest to the original, but invalid clause.
24. Governance
This agreement shall be governed by the law of Scotland. In the event of a dispute between the parties arising under this agreement the courts of Dundee, Angus, Scotland shall have exclusive jurisdiction to hear and decide any suit, action or proceedings.