netvantage service agreement

2
Between the Supplier, DMC Business Machines Plc, 59 Imperial Way, Croydon, Surrey, CR0 4RR and the Customer which means the person or company whose name and address appears below. Effective Date: PART A: Complete this section for all service agreements PART B: Complete this section for Print, Copy and Scanning service agreements The customer agrees to purchase all toners from DMC Business Machines Plc for the duration of the Service Agreement. All charges are exclusive of VAT PART C: Complete this section for Support Agreements Service Agreement Invoice Address Installation Address Equipment & Pricing Schedule – Schedule of Cover TOTAL COST PER I/WE AGREE THE ABOVE AND ACCEPT THE CONDITIONS SET OUT BELOW FOR AND ON BEHALF OF THE CUSTOMER SIGNED FOR AND ON BEHALF OF THE SUPPLIER Signature Service Director Print Name Date: Date net vantage net vantage net vantage Customer Customer Address Address Post Code Post Code Contact Contact Telephone Telephone Email Email Item Model Serial No. A4 Scan Cost Mono A4 Page Cost Colour A4 Page Cost Colour Toner 1 Incl Excl 2 Incl Excl 3 Incl Excl 4 Incl Excl 5 Incl Excl 6 Incl Excl 1 2 3 4 5 6 COST PER DEVICE UNITS TOTAL Print Fax eCopy Remote Diagnostics uniFLOW

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Page 1: NETvantage service agreement

Between the Supplier, DMC Business Machines Plc, 59 Imperial Way, Croydon, Surrey, CR0 4RRand the Customer which means the person or company whose name and address appears below.

Effective Date:

PART A: Complete this section for all service agreements

PART B: Complete this section for Print, Copy and Scanning service agreements

The customer agrees to purchase all toners from DMC Business Machines Plc for the duration of the Service Agreement.All charges are exclusive of VAT

PART C: Complete this section for Support Agreements

Service

Agreement

Invoice Address Installation Address

Equipment & Pricing Schedule

– Schedule of Cover

TOTAL COST PER

I/WE AGREE THE ABOVE AND ACCEPT THE CONDITIONS SET OUT BELOW FOR AND ON BEHALF OF THE CUSTOMER

SIGNED FOR AND ON BEHALF OF THE SUPPLIER

Signature Service Director

Print Name Date: Date

net vantage…

net vantage…

net vantage…

Customer Customer

Address Address

Post Code Post Code

Contact Contact

Telephone Telephone

Email Email

Item Model Serial No. A4 Scan Cost Mono A4

Page Cost Colour A4 Page Cost Colour Toner

1 � Incl � Excl

2 � Incl � Excl

3 � Incl � Excl

4 � Incl � Excl

5 � Incl � Excl

6 � Incl � Excl

1 2 3 4 5 6 COST PER DEVICE UNITS TOTAL

Print

Fax

eCopy

Remote Diagnostics

uniFLOW

Page 2: NETvantage service agreement

TERMS AND CONDITIONS: SERVICE AGREEMENTGeneral terms and conditions applicable to all service agreements:

DefinitionsEquipment The hardware and other items indicated in the Schedule.Service(s) The service or various services to be supplied to you under the Agreement, which may include maintenance, installation, software services, consultancy and others as indicated on the Schedule.Software The computer programs incorporated into any Equipment or those that are supplied separately by us under the Agreement.Unit One A4 page, be it printed, copied or scanned

Terms1. The Customer agrees to use the Supplier or such other Company as the Supplier may appoint or approve for the maintenance and servicing of the Equipment upon the agreed terms

for the period of five years commencing on the Effective Date (hereinafter called the 'Term') and continuing for any further period after the Term until this Agreement is terminated in accordance with these terms.

2. (a) The Supplier may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement. The Customer will not without the prior written consent of the Supplier assign this Agreement to any third party.

(b) The Customer agrees to use for the Term only toner and other consumables provided by the Supplier or an alternative provider approved in writing by the Supplier's Service Department. If any other Supplies are used by the Customer then the Customer shall be deemed to have misused the Equipment and shall be invoiced for the full cost of all repairs necessary in accordance with clauses 9 and/or 16.

3. (a) This Agreement (including any pricing schedules relating to the Equipment as issued by the Supplier from time to time for servicing the Equipment) shall constitute the entire agreement between the parties hereto relating to the provisions of such service and shall supersede all previous written or oral agreements or representation unless otherwise agreed in writing by a director of the Supplier.

(b) The Customer acknowledges that it has not been induced to enter into this Agreement by any representation other than any contained in the Agreement.

4. (a) The Supplier will charge the Customer at the current cost per print as set out in the Schedule or as may be increased by the Supplier under the terms of this Agreement subject to a minimum monthly volume or (if greater than £15). One unit is equal to an A4 page, (A3 size will be treated as two units).

(b) The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

5. (a) The Customer will pay the Supplier’s invoices within 30 days of receipt. Unless a separate payment arrangement is agreed a 10% surcharge (plus VAT) will be applied to every payment which is not made by Direct Debit. Time for payment shall be of the essence of this Agreement

(b) Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sums due, the Supplier may: (i) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of NatWest Bank plc, accruing on a daily basis

and being compounded quarterly until payment is made, whether before or after any judgment; and (ii) suspend all services under this Agreement until payment has been made in full.

6. Notices under this Agreement shall be effective if in writing served by hand delivery at or by recorded delivery post addressed in the case of the Customer to the Invoice Address shown overleaf and in the case of the Supplier to the address shown overleaf. Service shall be deemed to have been effected on the date of hand delivery or 24 hours after the date of posting.

7. (a) The Supplier's liability for breach of any of its obligations express or implied whether as a result of negligence or otherwise and whether relating to its provision of services or replacement parts shall not extend beyond the carrying out of repairs and the replacement of such parts or at the discretion of the Supplier the replacement of the Equipment

provided that this shall not exclude any liability of the Supplier for death or personal injury arising from the negligence of the Supplier. (b) If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or

employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay. (c) Without prejudice to the generality of the foregoing the Supplier shall not be liable for any loss of business profit or other consequential loss of the Customer however arising.

8. This Agreement shall be governed by the Laws of England and the parties hereto submit to the jurisdiction of the English courts. Terms and conditions applying to Print, Copy and Scanning elements of service agreements:

Terms and conditions applying to Print, Copy and Scanning elements of service agreements:9. The Supplier will instruct the Customer on the use of the Equipment at the time of installation at which time the Customer will make available two persons for training as principal

operators. The Supplier will thereafter provide maintenance for the Equipment including parts and labour during the hours of 9am to 5pm Monday to Friday excluding public holidays. Any maintenance required outside these hours or which in the Supplier's opinion is required as a result of the Customer's misuse of the Equipment or the Customer's negligence will be invoiced at the Supplier's then current rates in addition to the agreed print, copy or scanning cost per unit.

10. The Supplier reserves the right to vary its unit costs at any time. The Customer may however terminate the is Agreement upon giving to the Supplier 30 days written notice of its intention to terminate if the Supplier increases the price per item above the then subsisting cost by more than 10% in any one year unless the increased price is justified by an increase in the Supplier's costs attributable to this Agreement.

11. In addition to the right of termination under clause 10 above, this Agreement may be terminated (a) By the Supplier giving not less than 90 days written notice to the Customer. (b) By the Customer giving not less than 90 days written notice to the Supplier such notice to expire at the end of the Term or on any later anniversary of the Effective Date.

12. The Supplier will also be entitled to terminate this Agreement without notice if: (a) the Equipment is stolen, lost, destroyed or damaged; or (b) for each month during any 3 month period the average number of units scanned, copied or printed falls below 30% of the average number of units invoiced for each month from

the Effective date to the beginning of that period; or (c) the Equipment is removed from the installation address without the prior written consent of the supplier; or (d) the Customer fails to make payment of any sum due under this Agreement.

13. If the Customer terminates this Agreement under clause 11,:- (a) the Customer will pay all moneys due under this Agreement for the actual term of the Agreement up to and including the date of the termination of the Agreement and; (b) the Customer shall pay liquidated damages calculated by multiplying the monthly average of the number of units used during the period from the Effective Date to the date of

termination by 75% of the Supplier's then cost per unit and multiplying the product thereof by the number of whole months from the date of unlawful termination to the next earliest date when the Customer would have been entitled to terminate this Agreement lawfully under these Terms and Conditions. The parties confirm that this formula represents a genuine pre-estimate of the loss that the Supplier would suffer in the event that the Customer is responsible for the early termination of this Agreement.

14. The Customer will allow the service engineer or other authorised representative of the Supplier on reasonable notice to enter the Customer's premises during the normal service hours referred to above for the purpose of repairing servicing or verifying meter reading of the Equipment.

15. Payment for copies purchased in advance as shown overleaf will be due on the Effective Date. All other sums payable to the Supplier by the Customer will be invoiced on a monthly basis.

Terms and conditions applying ONLY to netVANTAGE elements of service agreements:16. The Supplier will instruct the Customer on the use of the Equipment at the time of installation at which time the Customer will make available two persons for training as principal

operators. The Supplier will thereafter provide maintenance for the Equipment including parts and all labour during the hours of 9am to 5pm Monday to Friday excluding public holidays Any maintenance required outside these hours or which in the Supplier's opinion is required as a result of the Customer's misuse of the equipment or the Customer's negligence will be invoiced at the Supplier's then current rates.

17. The Supplier reserves the right to vary its service charges at any time The Customer may however terminate this Agreement upon giving to the Supplier 30 days written notice if the Supplier increases the price above the then subsisting charge by more than 10% per annum compound unless the increased price is justified by the increase in the Supplier's costs attributable to this Agreement..

18. The Customer will not at any time during the continuance of this Agreement remove the Equipment from the installation address without the prior written consent of the Supplier.

19. The netVANTAGE element of this Agreement may be terminated:- (a) By the Customer exercising the right of termination under clause 17 above. (b) By the Supplier giving not less than 90 days written notice to the Customer. (c) By the Customer giving not less than 90 days written notice to the Supplier such notice to expire at the end of the Term or on any later anniversary of the Effective Date. (d) By the Supplier should any of the circumstances listed in clause 12 above apply.

20. The Customer will allow the service engineer or other authorised representative of the Supplier on reasonable notice to enter the Customer's premises during the normal service hours referred to above for the purpose of repairing or servicing the Equipment.

DMC BUSINESS MACHINES PLC.59 IMPERIAL WAY | CROYDON | SURREY | CR0 4RR

TEL: 020 8688 4243 | FAX: 020 8667 0328Registered in England Number 2559122. Registered Office: 141 Wardour Street, London W1F 0UT