TERMS AND CONDITIONS OF SERVICE AGREEMENT

1.0 This Agreement is between Digital Automation Ltd (hereinafter called the Company) and the customer named overleaf (hereinafter called the user). “Working Hours” means between 09.00 and 17.30 Monday to Fridays except statutory holidays. “Copy Charge” means the price per copy to be paid by the user.

1.02 Reference to Clause and Sub-Clauses are to Clauses and Sub-Clauses of this agreement.

2.01 The Company warrants that subject to the performance by the user of all the obligations contained in clause 2.02, it will for the duration of this agreement, replace or change any parts of any machine comprising the Equipment where such replacement is in the opinion of the Company the result of normal wear and tear provided that:­

(i) The machine has been obtained from the Company or has been approved for the warranty purposes in writing by the company and (ii) The user is not in breach of any of the warranties set out in Clause 2.02.

2.02 The user undertakes that:­

(i) All parts and consumables used on the equipment will be those supplied by the Company with the exception of paper and other copying media.

(ii) All services and repair work on the equipment will be carried out by the Company’s representative.

(iii) It will appoint two key operators for each machine who will be trained by the company’s authorised representative in machine usage and maintenance procedures. The key operators will be responsible for all operational aspects of the equipment but will not be authorised to carry out maintenance or repair work normally done by the Company’s service engineer.

(iv) It will comply with the company’s specification for the type, use and storage of paper and other copying media to be used in the equipment.

(v) It will pay for unused portion of consumables and drums on any machine which is sold, traded in or ceases to be used.

(vi) It will not use the equipment, other than in accordance with the manufacturers specifications supplied to the use as a result of the user being in breach or whilst the user is in breach of any of the undertakings set in Clause 2.02 

3.01 This agreement is automatically renewed at the end of the primary period and annually thereafter unless either party gives written notice of termination to arrive at the registered office of the other party 90 days prior to the end of the primary period or any anniversary date after primary period. 

(i) We will produce average invoices should the customer cease to use the equipment throughout the duration of the primary period of this contract and shall include any circumstances in which the average monthly number of copies for any three month period falls below 25% of the average monthly number of copies invoiced under this agreement from the date of installation.

3.02 On completion of 90 days required to terminate the contract an average meter reading, or actual meter usage will be used whichever the greater.

3.03 We may end this agreement immediately and without notice if you are in default. You will have to pay a cancellation charge in the event this agreement ends as a result of your default or early termination. The cancellation charge is designed to reflect our loss in those circumstances and is calculated using the formula: A x B x C% Where – 

A = the average monthly copy usage/monthly contracted volume + annual warranty charges.

B = the unexpired number of months of the agreement

C = our prevailing profit percentage of your payments 

For early termination of inclusive service agreements, we will charge a fixed admin fee of £550.00 plus vat 

This contract will be deemed to have been cancelled if the equipment listed overleaf is replaced by a machine from another company (even if it remains in situ) and subsequently thereafter its normal average monthly copy/print volume decreases more than 10%

3.04 Once the agreement has been settled we will return the equipment to the finance company or Digital Automation 

(to whoever owns title) at a cost of £250.00 plus vat per device (if the quantity of devices exceeds 10 we will offer a discounted price on request)

4.01 The Company agrees to;­ 

(i) Maintain the equipment in working order

(ii) Provide scheduled maintenance visits

(iii) Provide emergency visits to deal with breakdowns or operational problems promptly and efficiently within working hours when notified by the user unless other arrangements are agreed between the parties in writing.

(iv) Supply parts and labour within the copy charge provided that the user is not in any breach of any of the undertakings contained in Clause 2.02

5.01 All monies owing to the Company under the terms of this Agreement shall be paid in full within 14 days of delivery of the invoice.

5.02 In the event of the user not meeting payments due in accordance with Clause 5.01 or being in breach of the Company’s payment terms as from time to time made known to the user of the Company reserves the right to suspend service and supplies and to withdraw credit facilities provided to the user until all monies due are paid and to charge interest on all overdue accounts at 3% per annum above the Barclays Bank base rate.

5.03 The Company may vary the charges payable under this agreement or the basis thereof at any time by serving the user at least 30 days prior notice in writing of the effective date of such variation. Notwithstanding any other terms of this agreement, if the effect of any such variations is to increase the copy charge payable hereunder by more than 9% per annum then the user shall be entitled to terminating this agreement by serving not less than 120 days written notice after sending of the price change notification by the Company. 

5.04 The user undertakes to;

(i) Perform the obligations set out in Clause 2.02;

(ii) Keep the equipment at the location address and not to move it without the Company’s written consent, such consent not being unreasonably withheld;

(iii) Grant the Company’s authorised representative access to the equipment for inspection or maintenance or any other purpose at any reasonable time during working hours;

(iv) Keep the service log book (or other relevant service record documentation) with the equipment at all times.

5.05 Drums and other consumables (except copying media) supplied to or within the machine is the property of the Company until used whereupon the user is liable to pay the charge presented by the usage in the form of the copy charge agreed.

5.06 Colour developer units are non serviceable, replacement units are subject to availability and will be charged to the user.

5.07 IT Support relating to the customers network, router or email settings is not covered under the service agreement. Any IT support carried 

out is charged at £75.00 plus VAT per hour.

5.08 For machines with a Hard Disk Drive we can erase or remove the HDD on termination of the agreement for Data Protection purposes. The cost to erase is £95.00 per device or the cost to remove is £240.00 per device plus VAT. 

6.01 The Company will not be responsible for any damage, injury or loss arising out of, or in connection with, the maintenance or use of the equipment, or any loss of business or profit, or for any other consequential loss, howsoever arising, including delay on or failure to provide maintenance in accordance with the Agreement or for any other reason provided that this Clause shall not exclude any liability of the Company to the user or any third party for death or personal injury incurred through the negligence of the Company.

7.01 This contract is governed by English law and in the event that any of the Clauses in this agreement are ruled invalid by an English Court of Law where by alteration or deletion of all or part of such Clause would render it valid within the general meaning of this Agreement then the Agreement will be taken to stand with such reasonable deletion or alteration as is required to render the documents 

8.01 Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the user or the company without prior written consent.

9.01 In so far as this Agreement relates to more than one item of equipment it shall be a severable contract in respect of each item of equipment. The acquisition of the equipment and the purpose of maintenance services are also separate and severable contracts in respect of each item of equipment.

10.01 No waiver by either party of any breach or omission on the performance or observance of this Agreement by the other party shall apply or be deemed a waiver of similar breaches, defaults or omissions or a waiver or any other breach default or omission hereunder.

11.01 This Agreement contains the entire agreement and understanding the parties with respect to its subject matter and supersedes all prior agreement written or oral with respect, thereto, and each of the parties hereby acknowledge that it has not been induced to enter into this Agreement by reason of any representation made by or on behalf of the other party.

 

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