Terms and Condition

DEFINITIONS

“We”, “Us” or “Our” means Zerographic Systems Limited or subsidiary thereof: ‘Agreement’ means these terms and conditions and any Incorporated Exhibits or Schedules;

“You” or “Your” means the customer named on the front of this Agreement;

“Commencement” means the date on which the Equipment is delivered or in case of equipment already in Your possession, the date this Agreement is signed by both parties;

“Consumables” means toner, drums and developer supplied by Us to You;

“Cost Per Print”, “Equipment”, “Installation Address”, “Installation Date” and “Regular Charges” are all described on the front of this Agreement;

“Initial Term” means a period of 60 months from Commencement of this Agreement;

“Normal Working Hours” means 9:00am to 5:00pm, Monday to Friday, but excluding bank and public holidays;

“Parts” means any material item other than consumables or print output materials;

“Print or Prints” means any print, copy, scan or fax performed by You using the equipment;

“Services” mean the Services to be provided by Us as detailed in Section 3 below;

“Standard Rate” means Our standard hourly rates or parts/consumables pries applicable at the time for the services, parts or consumables required; Average Monthly Copy Volume (AMCV) means: The average copy/print volume We expect Our customers to generate for this type of product in any one month;

Xerox Device Agent (“XDA”) is the term relating to Xerox automated service and supplies system; “Interim Rent” means a pro-rated sum payable by the Customer to Us for the period between the date the Equipment is delivered and the start of the Service. The Interim shall be calculated as follows: Periodic Payment ÷ number of days in a billing period x number of days between the delivery of the Equipment / Licensed Software to the start of the Service Period and collected with the first invoice.

TERM

The Initial Term of this Agreement is 60 months.

This Agreement is the entire agreement between Us and takes the place of all proposals and all other communications about the subject of this Agreement. Any amendments made at the time this Agreement is made (including but not limited to side letters) will only take effect if signed by both parties and noted in the other terms section of this Agreement. Later variations to this Agreement can only be made in a document signed by You and Us.

2.2 This Agreement becomes binding as soon as You and one of Our Administrators have signed it and will continue for a minimum period of 60 months.

2.3 To cancel the service Agreement at the end of the term, You must give at least 180 days’ notice in writing to: Zerographic Systems Ltd, Dunston Hall, Dunston, Staffordshire, ST18 9AB; or email to: accounts@zerographic.com.

ZEROGRAPHIC’S COMMITMENT TO YOU

During this Agreement We will:

Maintain the Equipment and provide supplies for it.

Maintenance includes inspecting, adjusting, and repairing the Equipment and providing replacement parts for it, between 09.00 and 17.00 Monday to Friday excluding bank holidays (Our Normal Working Hours) on shore, in the United Kingdom. Replacement parts will be in good working order and may be new or used.
Supplies do not include paper, transparencies, and other consumables, unless otherwise stated. If You are paying for copies and print charges, the supplies include toner and customer replaceable units commensurate with the AMCV of the Equipment. We charge for these items separately if no metered unit charges are due.
If You want, We can provide service on terms which do not include the supply of, or any charge for, toner. In such event We acknowledge that You may wish to use consumables manufactured by companies other than Xerox. However, since We have no control over the manufacture of such consumables, We cannot provide any assurance as to compatibility or the desired print quality. Where We correct any fault or rectify any damage that results from the use of such consumables, We may make a reasonable charge.
We will use the appropriate method to diagnose and correct faults which could include one or more of the following: support materials shipped with the product, e-mail support, telephone support, remote diagnostics, internet support and if We feel necessary at the installation site.
- We will support the Licensed Software by:
supplying materials (called ‘maintenance releases’) for correcting faults in the Licensed Software;
providing assistance either by telephone or (if We think it is necessary) at the installation address during Normal Working Hours, for reporting, diagnosing and correcting faults in the Licensed Software.

3.3 We will correct faults by providing corrected Licensed Software or a way of avoiding the fault. However, We may not successfully correct all faults.

3.4 If You ask Us to service Your Equipment outside Our Normal Working Hours We may agree to do so and will charge You at the rates that apply at that time.

3.5 We will give You written notice of any increase to Our charges. If You do not accept the new charges, You can cancel this Agreement by settling all the amounts due under Section 5 and all other amounts outstanding payable under this Agreement.

3.6 We will make service available for Your Equipment for at least 5 years from installation (at least three years from installation for used equipment as defined over the page) and will always give written notice before ending it.

YOUR COMMITMENT TO ZEROGRAPHIC

During this Agreement You will:

Agree to the installation and maintenance of XDA in Your I.T environment;

4.1 agree to submit Your meter reading, where appropriate, in a timely manner in accordance with Our billing cycle and the request from Zerographic to submit a reading. If We fail to receive a reading within 7 days of the request, We will invoice You using an estimated reading which You agree to pay.

4.2 As well as the charges shown over the page, You agree to pay, at Our current rates of charge, for any repairs or maintenance that are not caused by normal use of the Equipment and for any support or repair given as a consequence of any alterations made by You and for the reloading of any deleted or corrupted software.

4.3 You cannot move the Equipment without written permission from Us.

4.4 You agree to install or, at Our request allow Us to do so, each error correction and maintenance release no later than the date shown on it.

4.5 You agree to be responsible for managing and operating the Equipment and Licensed Software properly, including using appropriate audit controls, working methods, data security measures and software back-up procedures.

4.6 You are licensed to use and copy corrections, maintenance releases and other materials that We supply in the same way as You are licensed to use and copy Licensed Software We originally supplied.

4.7 You agree to make sure that the people You authorise to use the Equipment and Licensed Software are properly trained.

4.8 Ensure the paper and media stock used in the machine are within the manufacturer’s specification and are of suitable quality to ensure reliability of the Equipment. Work carried out by Us, caused by the use of out of specification or inferior paper or media stock will be charged at Our Standard Rates.

PAYMENTS: WHAT YOU HAVE TO PAY, WHEN YOU HAVE TO PAY

5.1 Commitment Billing

We will invoice You a basic charge at the start of each quarter/month. We will invoice for all copies/prints over and above any included at the end of each quarter/month, based on the meter reading You agree to return via the web, email or telephone-based service. If the meter reading is not returned within the correct period of time, then You agree to pay for these extra copies/prints on an estimated basis.

Nil-Commitment Billing

We will invoice the quarterly/monthly maintenance charge after the end of each period based on the meter reading You agree to return via the web, email or telephone-based service. If the meter reading is not returned within the correct period of time then You agree to pay Our quarterly/monthly maintenance charge on an estimated basis. The estimate will be based on any previous meter readings. If these are not available, then We will use average monthly copy/print volume.

5.2 You have a 7-day period during which You have the right to contact Us about any concerns You have regarding any invoices You receive from Us. After the 7-day period agree to pay the full invoice balance owed to Us in accordance with Section 4.

5.3 You agree to pay charges when they are due because prompt payment is vital to and is a condition of this Agreement. If You fail to make any payment when it is due, We may:

Charge interest (both before and after judgment such interest charge to be independent of and not merge with the judgment) as per the Late Payment of Commercial Debts [Interest] Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 on overdue payments from the date they were due, to the date You pay them, and You must pay administration charges for any actions taken by Us as a consequence of Your failure such as (without limitation) charges for credit control and debt collection.
If cheque or direct debit payment(s) are not honoured by Your bank an administration fee of £50.00 plus V.A.T will be applied to Your account.
suspend any services under this Agreement;
to release a suspended account a reinstatement fee of £175.00 plus V.A.T will be applied to Your account and must be paid before service resumes.
The Customer agrees to insure the Equipment and keep it insured against all risks of physical loss or damage caused by the Customer on an all-risks reinstatement as new basis and also against third party risks including damage or injury to persons or property until the Equipment is returned and to tell Zerographic immediately about any loss of or damage to the Equipment. The Customer must arrange for Zerographic’s interest to be noted on the relevant insurance policy and show proof of insurance if Zerographic asks for it. If the Customer fails to provide such evidence Zerographic have the right, but no obligation, to arrange insurance of the Equipment, acting as Customer’s intermediary and at the Customers cost and periodically invoice the Customer in regular instalments for the full insurance costs incurred by Zerographic as a result of arranging insurance of the equipment, along with the periodic rentals. The arrangement of insurance on behalf of Customer as an agent does not relieve Customer from the risk of loss on the Equipment and the obligation to make payments when due. If replacement Equipment is provided as a result of an insurance claim, that equipment will belong to Zerographic. Any replaced or attached parts become part of the Equipment and belong to Zerographic.

5.4 If You require extra services from us, such as (without limitation) a copy of a document or letter, You must pay to Us any charges for that service that We tell You about.

5.5 For additional copies of any documentation relating to this agreement an administration fee of £50.00 plus V.A.T will be applied to Your account.

5.6 collection of each item of Equipment at the end of a lease, rental, TVP or TVRP, or on termination of this Agreement at our current rate plus V.A.T;

5.7 Any time after the first 12 months of this agreement and after that at not less than yearly intervals We are entitled to increase the Cost Per Print, but if any such increase is more than 15% You may terminate this Agreement by giving Us notice in writing within 7 days of You receiving Our invoices showing the increase. Termination shall commence on the day that We receive Your notice.

5.8 Where the equipment is network connected, We will invoice a Network Peripheral Warranty charge of £75.00 plus V.A.T per quarter after the 12-month warranty period has expired. This will provide an extended warranty for the Network Peripherals, being printer controller, network interface, card, scanner, controller, and fax card. If You do not wish to take this extended warranty, You must write to Us within the first 12-months of signing this Agreement. After this period, You will be charged on a time and materials basis at Our standard rates for the failure of a network peripheral.

5.9 Where there is a connected RIP on a colour or mono machine, We will invoice a separate charge of £75.00 plus V.A.T per quarter. If there is no RIP contract in force maintenance of the RIP will not be covered under any other terms of this agreement and any labour charges or replacement parts required to repair the RIP will be chargeable at Our standard rates.

5.10 We will invoice You a minimum charge of £75.00 plus V.A.T per quarter where the use of each piece of equipment yields income of less than £75.00 plus V.A.T or at Our option We reasonably form the opinion that the Services can no longer be provided economically by Us. We reserve the right to terminate this Agreement with immediate effect by providing You with written notice and refunding to You on a pro rata basis any monies paid by You and for which Services will not be provided.

5.11 We may increase Our Cost Per Print, Regular Charges and Standard Rates at

any time if We experience any significant cost increase due to factors beyond

our control commensurate in providing You with services relating to this Agreement. A non-exhaustive list of which includes currency fluctuations, spikes in inflation, fuel cost increases and increases in the cost of Our raw materials.

5.12 The Cost Per Print are all described on the front of this Agreement.

5.13 Value Added Tax (V.A.T) is chargeable at the current rate in addition to the charges set out on the front of this Agreement, or the charges detailed within the terms of this Agreement.

5.14 Special pricing is given to customers who pay by Direct Debit, should a Direct

Debit be cancelled copy charges costs will be increased by 8% from the start of the current billing cycle.

5.15 A one off fee of £95.00 plus V.A.T will be payable for processing the document.

5.16 A charge of £95.00 plus V.A.T for the removal of all customer/client data from the

device hard drive at the termination of this Agreement.

5.17 If, in Our reasonable opinion, there is a substantial reduction at any time in Your average Quarterly Volume over a period of 2 quarters or more when compared to Your average Quarterly Volume since the start of this Agreement, then You agree that We shall have the right to terminate this Agreement after the expiry of a written notice of at least 7 days to terminate served by Us to you. You agree it is fair and reasonable We shall be entitled to promptly recover Our Devices and charge and be paid all the termination payments as calculated and described.

6 TERMINATION AND SUSPENSION

6.1 This Agreement can be terminated by You or Us 60 months after the

commencement of this Contract or on any subsequent anniversary of that

date if You have given at least 180 days prior notice in writing to Us.

6.2 We may terminate this Agreement at any time and recover all sums due from

You prior to termination and the sums due in accordance with Section 7 if You;

do not make payments on time, or do not carry out Your obligations under

this Agreement; or

are unable to pay Your debts, become bankrupt, insolvent, or have a receiver appointed over any of Your assets; or
have maintenance, repairs or Consumables carried out on or supplied with

the Equipment by anyone not authorised by Us.

6.3 If You fail to make payments due to Us (whether under this Agreement or

any other Agreements between You and Us, We shall no longer have to carry

out any of Our obligations under this Agreement or any other Agreements

between You and Us until You have paid Us the outstanding sums in full.

6.4 If You consistently exceed the manufacturers recommended monthly volumes

for the Equipment We may at Our option either give You notice to terminate

the Agreement or increase the Cost Per Print payable by You to a sum, which

We reasonably consider reflects Your actual Use of the Equipment, and Our

extra costs in maintaining the Equipment.

6.5 Unpaid for or unused Consumables remain Our property. You must keep

them in a safe place and available for Us to collect at all times. All unused

consumables must be returned to Us when This Agreement ends. For the

avoidance of doubt this includes unused Consumables contained within the

Equipment.

6.6 You may not withhold payment of any invoice or other amount due to Us,

even if You allege You have a claim against Us or a right of set off.

7 REMEDIES – AGREED COMPENSATION IF YOU OR WE TERMINATE THIS

AGREEMENT

7.1 If You or We terminate this Agreement other than in accordance with Clause

6.1, You will pay Us agreed compensation calculated as follows;

where the number of prints Used on average over the period since commencement of this Contract does not exceed the amount of prints included within the quarterly charges, compensation will be the quarterly charges current at the time of termination multiplied by the number of quarters remaining under Clause 6.1, less a 5% discount.
where the number of prints Used on average over the period since the commencement of this Contract exceeds the amount of prints included within the quarterly charges, compensation will be the actual average number of prints used per quarter multiplied by the current Cost Per Print, then multiplied by the number of quarters remaining under Clause 6.1, less a 5% discount;
If no quarterly charge is applicable, compensation will be the average number of prints used per quarter since the commencement of this Contract multiplied by the number of quarters remaining under Clause 6.1, less a 5% discount;
You agree that 95% of the costs is a fair and accurate assessment of Our loss as it represents the gross sum You would otherwise pay to Us less 5% which represents Our operating costs plus a discount to You because We will receive payment sooner than We would have done if the Agreement had not been terminated.

8 LIABILITY

8.1 Where You consist of two or more parties, Your liability under this Agreement will be joint and several (which means that all parties will be fully liable to make payments and comply with any other obligations under this Agreement);

We accept liability for loss or damage caused by Our negligence or breach of Our obligations but shall not be liable for loss of profits, data or goodwill or any type of special, indirect or consequential loss or damage even if such loss or damage was reasonably foreseeable or We have been advised of the possibility of incurring it.
Except in cases of personal injury or death, Our liability is limited to £1 Million for each claim for which We are liable and if a number of claims arise from the same series of events, they shall be regarded as only one claim under this Agreement.

8.2 We cannot accept responsibility for claims for damages by third party hardware or software suppliers in respect of infringements by You of any software Agreement associated with the hardware or software provided under this Agreement. If such claims are made against Us, You agree to indemnify Us in full in respect of any such claim.

9 USE OF YOUR INFORMATION UNDER THE DATA PROTECTION ACT

The Data Protection Act gives individuals certain rights about how their personal data will be used. By signing this Agreement (whether as an individual or on behalf of a corporate body) You agree that:

We may obtain from You and others (which may include searching with licensed credit reference agencies) information about You, Your business and Your directors;
credit reference agencies will retain a record of searches We carry out about You. These records may be used by other lenders in assessing applications for credit by You and members of Your household, and for occasional debt tracing and fraud prevention purposes;
We may use this information for making credit decisions, crime prevention, tracing defaulters and property, administration, accounts, compliance, statistical analysis and internal reporting;
We may contact You by post, telephone, or other means. If You do not want to receive any marketing information You may write to Us at any time to tell Us not to send any more.

10 FORCE MAJEURE

Neither party will be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of contract and the time for performance of the affected obligation will be extended by such period as is reasonable.

11 GENERAL TERMS

11.1 This Agreement is governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

11.2 If this Agreement includes a number of different items or services, this Agreement is a separate Agreement for each item or service.

11.3 Unless otherwise stated all rights and obligations created by this Agreement shall only be enforceable between You and Us and not any other party.

11.4 You agree that You will not transfer or delegate the obligations of this Agreement or any of Your rights and duties under this Agreement without Our written permission, such permission not to be unreasonably withheld or delayed.

11.5 We may transfer or delegate the performance of this Agreement and any of Our rights and duties without Your permission and You consent to Our sharing data about You and this Agreement for this purpose. Such delegation shall not absolve Us from the obligation to ensure the performance of the Agreement.

11.6 If We or one of Our authorised suppliers do not supply the Equipment and the Licensed Software to You, We reserve the right to inspect the Equipment and Licensed Software prior to inclusion under this Agreement.

11.7 Our rights under this Agreement will not be affected if We do not enforce or We delay enforcing any of these terms.

12 ADDITIONAL INFORMATION RELATING TO MANAGED PRINT SERVICES

12.1 XEROX MANAGED SERVICE. Break/fix and Consumables request made directly to Xerox, no Zerographic intervention. Xerox Device Agent (XDA) install to monitor printer estate and provide automatic supplies replenishment.

12.2 ZEROGRAPHIC HELPDESK SERVICES. Break/fix and Consumables request made directly to Zerographic. 1st line triage of all hardware and supply issues. Validation of consumable queries. Xerox direct engagement managed on behalf of Customer. XDA active fleet monitoring and alert management. Remote Xerox Driver issue support, management and resolution. Remote Scanning issue support, management and resolution.

13 ZEROGRAPHIC® CARBON OFFSET SCHEME

13.1 You are enrolled into the Carbon Offset Scheme until You opt-out by;

ticking the ‘Opt-out’ box on the overside of this Agreement;
providing Us with 90 days written notice.

13.2 If You wish to opt-out of the Scheme after initial enrolment, You agree to pay Your contribution towards the Scheme until the end of the calendar month following the end of Your written notice period.

13.3 You may opt back into the Scheme at any time by;

contacting Us directly through your current Account Manager;
contacting Us through the Zerographic® website ‘Contact Us’ page;

13.4 The amount You agree to pay will be determined by the readings We take (see Section 5) multiplied by Our cost per standard A4 equivalent page. The cost per page print is £0.0002.

13.5 Payment for Your contribution to the scheme will be taken on the same date as your standard billing.

14 ADDITIONAL TERMS RELATING TO XEROX EQUIPMENT AND SERVICES

14.1 XDA License. Xerox grants the Customer a non-exclusive, non-transferable license to use each instance of the XDA software provided to it as part of a contract for Xerox Print Services within the country of delivery on any single unit of equipment during the term of the applicable contract for Xerox Print Services. Customer has no other rights to the XDA software and, in particular, may not: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software (except to the extent required to obtain interoperability with other independently created software as explicitly permitted by law); or (ii) allow others to engage in same. Title to the XDA software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors.

14.2 The Xerox Tools are Xerox Confidential Information and shall be protected until such Confidential Information: (i) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of Customer; (ii) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; or (iii) was developed by Customer, its employees or agents independent of and without reference to any of Xerox’s Confidential Information.

14.3 Remote Data Collection. XDA enables Zerographic to automatically collect from the equipment on which it is installed or connected, via electronic transmission to a secure off-site location, certain data used by Zerographic or a designated servicer to support and service the equipment, or for billing, supplies replenishment or product improvement purposes. Automatically transmitted data may include, but is not limited to, product registration, meter read, supply level, equipment configuration and settings, software version, and problem/fault code data. All such data shall be transmitted in a secure manner specified by Zerographic. The automatic data transmission capability will not allow Zerographic to read, view or download the content of any Customer documents residing on or passing through the equipment or Customer’s information management systems.

14.4 It is a condition of the XDA facility that Your network constantly supplies the data. If Your network/cloud or servers fail to supply the information by more than one month a XDA unconnected charge will apply at Our current rates.