Print Logic Terms And Conditions V1.11
1.1 In these terms and conditions the following words and phrases shall have the following meanings:-
“Administrative Charge Scale” means the standard rates for administration set out in our scale of charges (ACS) in force from time to time;
“Black Print/Copy” and “Black Prints/Copies” means print or copy output from the Equipment which only uses Black Toner;
“Colour Print/Copy” and “Colour Prints/Copies” means print or copy output from the Equipment which uses any Colour Toner(s) or any Colour Toner(s) plus Black Toner;
“Scan” means a scan that does not result in a Black Copy or Colour Copy being produced;
“Black Toner” means black coloured toner;
“Colour Toner” means any colour of toner except black coloured toner;
“Contract” means our Contract with you formed in the manner described in clause 2 of these terms and conditions;
“Equipment” means hardware (including any Software required to operate it);
“Schedule” means the part of this document titled Schedule containing details about our Contract;
“Quarterly” means periods of three calendar months following this Contract coming into force;
“Services” means the services described in clauses 28, 29 and the Schedule;
“Software” means any computer programmes incorporated into any Equipment or which are to be supplied separately by us;
“Print Logic Reprographics Ltd”, “PLR”, “Print Logic”, “us”, “our”, “ours”, and “we” means Print Logic Reprographics Ltd of 3 Durley Park Close, North Cheshire Trading Estate, CH43 3DZ;
“Customer”, “you” and “your” means the customer as described in the customer details on the Schedule.
1.2 Headings in this contract are for interpretation only and shall not affect its interpretation.
2.1 Once the Schedule is signed by us and you or we send you an invoice for the Services provided or the Equipment or Software delivered (if earlier), there will be a binding Contract for the sale and purchase of Equipment and/or Software and/or for the supply of Services as the case may be, which will be subject to the terms of the Schedule and of these terms and conditions which shall together constitute the entire agreement between us.
2.2 In the event of any inconsistency between the terms of the Schedule and of these terms and conditions, these terms and conditions shall prevail.
2.3 Any variation to the Contract shall be inapplicable unless agreed in writing by us.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by us shall be subject to correction without any liability on our part.
2.5 Termination of this Contract for any cause shall not affect the rights of the parties accrued prior to termination.
2.6 No waiver by us of any breach of Contract by you shall be a waiver of any subsequent breach of the same or any other provision.
2.7 If any provision of this Contract is invalid or unenforceable in whole or in part, the validity of the other provisions shall not be affected. We may assign or transfer the benefit and/or burden of this Contract, but you may not do so without our prior written consent.
2.8 Any notices given in respect of this contract including notes that are required to be made under this contract shall be given in writing (first class pre-paid post or email only). If notices are given by us then: if they are given by first class pre-paid post, they shall be deemed served two working days after posting; if by email, they shall be deemed served on the day the email is sent. If notices are given by you then: if they are given by first class pre-paid post, they shall be deemed served two working days after posting; if by email, they shall be deemed served upon us acknowledging receipt of the email.
- Except as required by law we shall both ensure that all confidential information disclosed by each other is kept confidential. Information not generally available in the public domain about our prices, our business and our suppliers is part of our confidential information. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by a breach of the duty of confidence contained in this clause.
4.1 All monies due to us under the Contract must be paid by the date specified in the Schedule (if any), or if no date is specified (and subject to the remainder of this clause) within 30 days of the date of this Contract without set off or other deduction. All monies set out in the Schedule are expressed exclusive of VAT which must be paid to us in addition, at the relevant prevailing rate.
4.2 If the Schedule specifies payments by instalments we are nevertheless entitled to payment of the total price on demand. Time for payment shall be of the essence. If for any reason an invoice is unpaid at the expiry of the credit period of 30 days we reserve the right to claim immediate payment of all invoices including those within the credit period of 30 days even if the delivery of Equipment or the provision of Services has not taken place or the property in any goods has not passed to you. We shall be entitled to exercise our statutory rights to claim interest, our reasonable debt recovery costs and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, as modified or re-enacted from time to time, on all monies payable under this Contract which you do not pay when due in addition to any other rights we may have in respect of this Contract.
4.3 Where, because of your status the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, we shall be entitled to recover from you all costs incurred by us in the collection of all monies payable under this Contract, including but not limited to an administration fee of £100 + VAT per invoice which you do not pay when due, plus interest on overdue invoices at a rate equivalent to that payable under the Late Payment of Commercial Debts (Interest) Act 1998 and legal costs, on an indemnity basis, in addition to any other rights we may have in respect of this Contract.
4.4 Without prejudice to the other rights and remedies we may suspend our performance of the Services if you do not pay all sums due to us by the due date for payment.
- You shall pay all monies due to us under the Contract by direct debit unless otherwise agreed with us in writing. If for any reason we are unable to collect any payment by direct debit then we will in addition to the amount due, be entitled to charge an amount in accordance with the then current Administrative Charge Scale. This additional charge will be applied each and every time we are unable to collect any amount due by direct debit in accordance with this Contract.
- If you:-
6.1 do not agree to set up a direct debit mandate; or
6.2 you cancel the direct debit mandate for any reason at any time; or
6.3 we cancel the direct debit mandate due to your repeated failure to pay or your other default, we will be entitled to charge an additional percentage as set out in the then current Administrative Charge Scale from time to time applicable which will be charged in addition to the amount charged in accordance with this Contract.
- We shall not be liable to you or be in breach of Contract because of any delay or failure to perform any of our obligations if the delay or failure is due to any cause beyond our reasonable control, including but not limited to acts of god, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disobedience or requisition, acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargos, strikes, lockouts or other industrial action, or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts and machinery or power failure or breakdown in machinery.
- You acknowledge:-
8.1 that you have not relied upon any statement or representation save as expressly set out in writing in this Contract;
8.2 that any statements (whether oral or written) made by us, our employees or agents prior to Contract do not form part of our Contract;
8.3 that you have relied only upon your own skill and judgment in entering into this Contract;
8.4 that our employees and agents are not authorised by us to make any representation concerning the Equipment, the Software or the Services unless confirmed by us in writing; and agree that each of the above sub-clauses are separate and intended to be severable.
- Except in respect of death or personal injury caused by our negligence or fraud for which no limitation applies, we shall not be liable to you because of any representation, warranty, condition or other term, or any duty at common law (whether express or implied), or under the express terms of this Contract for loss of profit or data or for any indirect special or consequential loss or damage. Except as expressly provided for in this clause our entire liability under or in connection with this Contract in respect of the supply of Equipment and Software shall not exceed the monies you pay to us under it and in respect of Services in respect of any losses shall not exceed the aggregate of monies you have paid to us for the Services up to the time such losses have arisen.
- You agree not to recruit any of our staff introduced to you as a consequence of this Contract until at least twelve months after all of our duties under this Contract have been performed. If you breach this clause, we will be entitled without prejudice to our other remedies to charge you twenty five per-cent of the first year’s remuneration of any replacement employee we recruit as a consequence of your breach.
- If prior to delivery or collection and payment of Equipment or Software, an encumbrancer takes possession or a receiver is appointed of any part of your assets, or if you are a company and you pass a resolution for winding up (other than for the purposes of solvent reconstruction or amalgamation) or suffer a winding up order to be made against you or if any distress, execution, sequestration or other like process is levied or enforced on your property, or if a meeting (whether informal or formal) of your creditors is called or if you are an individual or firm subject to an administration order or commit an act of bankruptcy, become insolvent or suffer a receiving order to be made against you or be adjudicated bankrupt, we may elect not to deliver any Equipment or Software until the price for it has been paid in full.
- The description of the Equipment and Software shall be set out in the Schedule and any document to which it refers. We warrant that at the time of delivery the Equipment and the Software will correspond to any description given by us in the Contract. All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Equipment and Software and whether implied by statute or common law or otherwise are excluded to the fullest extent possible by law. Any claims under this warranty or in respect of any claimed shortages must be made by notice in writing to us within three days of delivery. Where a valid claim is made under this warranty we may at our sole discretion replace the Equipment or Software or refund the price, and in which case we shall have no further liability to you. We reserve the right to make any changes in the specification of the Equipment or the Software which do not materially affect their quality or performance. You hereby warrant that you have obtained directly from the manufacturer of the Equipment or Software any warranties or guarantees you require in respect of the Equipment and Software.
- Where you ask us to make delivery of any Equipment or Software, we reserve the right to make additional charges at our standard rates from time to time. You must ensure that any premises into which the Equipment or Software is to be installed are ready to receive the Equipment or Software and you shall make available to us free of charge any light, heat, air, electricity, power, communications ports and other facilities as we may reasonably require for the delivery and any installation of the Equipment or Software. You will be responsible for payment of any commissioning or other charges raised by any third party in respect of the installation of Equipment or Software. Any dates quoted for delivery of the Equipment or the Software are approximate only.
- Nothing in this Contract shall transfer to you any copyright design right, database right, patent or trademark or any other intellectual property rights in any Equipment and/or Software.
- If you fail to take delivery of the Equipment or Software or fail to give us adequate delivery instructions within seven days after notification that the Equipment or Software is ready for delivery, you shall pay to us a storage fee equal to our costs of storage plus five percent to cover our administration, such fee being payable monthly in arrears.
- When risk of damage to or loss of the equipment passes to you, liability for insuring the Equipment and Software also passes to you. Risk of damage to or loss of the Equipment and Software shall pass to you upon the earlier of the following:-
16.1 when the Equipment or Software is delivered by us to you at the installation address specified on the Schedule; or
16.2 at the time the Equipment or Software is collected from our premises and is being loaded by you for collection.
- Notwithstanding delivery and the passing of risk in the Equipment and Software or any other provisions of our Contract, property in the Equipment and Software shall not pass to you until we have received payment in full for the price of all Equipment and Software the subject matter of this Contract. Until such time as the property in the Equipment or Software passes to you, you shall hold them as our fiduciary agent and bailee and shall keep them separate from those of yours and third parties and properly stored, protected and insured and identified as our property, but you may resell or use the Equipment and Software in the ordinary course of business. Until such time as the property in the Equipment and Software passes to you we may at any time require you to deliver them up to us and if you fail to do so we may enter your premises or the premises of any third party to repossess them.
- In accordance with current legislation, you shall remain responsible for proper disposal of the Equipment at its end of life unless that Equipment is owned by a third party or us. In the event of any change in the current legislation requiring us to dispose of the Equipment then you shall indemnify us against all loss, costs, claims, damages or other expenses arising from such change, to the fullest extent permissible by law.
- If you want us to use a reference (for example, a purchase order number) on our invoices you must notify us, in writing, at the time you return the signed Schedule to us. We will not re-issue invoices that have been issued prior to you notifying us of a requirement to use a reference and you are obliged to pay invoices, notwithstanding the absence of your reference.
Duration and Termination
- Where our Contract is for Services it shall be for a Services Term as stated in the Schedule or six years if no Services Term is stated in the Schedule (“Initial Period”) but will remain in force afterwards unless terminated according to this clause (subject to the other rights of termination in our Contract). Either party may terminate our Contract insofar as it relates to any Services without cause at the end of the Initial Period or any subsequent anniversary thereof by giving the other party not less than 90 days prior notice.
- You may terminate our Contract for Services at any time upon giving us written notice. Such notice may be given by ordinary first class post, email or fax. Such notice is to be given in accordance with Clause 2.8. The Contract shall terminate on the date we send you our acknowledgement of your notice. On termination a termination fee calculated in accordance with clause 24 will become immediately due.
- We may terminate our Contract for Services upon written notice to you at any time if you breach the Contract, or if being an individual or firm if you commit any act of bankruptcy, become insolvent or suffer a receiving order to be made against you or be adjudicated bankrupt or if a meeting of your creditors shall be called or if any distress, execution, sequestration or other like process is levied or enforced against you or if an encumbrancer takes possession or a receiver is appointed over any of your assets, or if you are a company you become insolvent or have winding up proceedings commenced against you or a receiver appointed or enter into liquidation (other than for the purposes of solvent reconstruction or amalgamation) or become subject to an administration order or suffer any similar procedure in consequent of debt.
- If you (in accordance with clause 22) or we terminate this Contract (except where you or we do so because you or we are entitled to do so without cause) we shall be entitled to liquidated damages equal to sixty per-cent of the monthly average of the actual charges invoiced under the Contract for Services over the preceding six months (regardless of when invoices are actually raised), or a lesser period if the Contract is terminated within six months of coming into force, multiplied by the number of months which the Contract would have remained in force but for the termination. Furthermore, if the equipment is rented we shall also be entitled to all outstanding rental payments for the duration of the Contract. You accept that such liquidated damages represent a genuine pre-estimate measure of losses we will suffer as a result of your breach. In addition to the liquidated damages calculated in accordance with this clause we shall be entitled to charge you £100 for the first item of Equipment and £50 per additional item of Equipment to cover our additional administration costs caused as a result of the early termination.
- If there is a substantial reduction at any time in your monthly average Black Print/Copy and/or Colour Print/Copy volume over a period of two months, or longer, when compared with your monthly average Black Print/Copy and/or Colour Print/Copy volume since the start of this Contract (being a reduction exceeding twenty percent from such earlier monthly average Black Print/Copy and/or Colour Print/Copy volume) then you agree that we shall have the right to terminate all or part of this Contract after the expiry of a written notice of at least 7 days served by us on you. In such circumstances, you agree that it is fair and reasonable that we shall be entitled to calculate our losses due to the termination in accordance with clause 24 and base such calculations on and with reference to:
(a) the monthly average of all charges for the period to the date when we detected the substantial reduction in your monthly average Black Print/Copy and/or Colour Print/Copy volume; and
(b) the termination date of this Contract shall be the date when we detected the substantial reduction in your monthly average Black Print/Copy and/or Colour Print/Copy volume.
- If due to lack of suitable replacement parts, the age of the Equipment or due to severe damage to the Equipment not caused by us we form the reasonable opinion that the Services can no longer be economically be provided by us, we will be entitled to terminate the Contract relating to Services without notice.
Metered And Non-Metered Equipment
- This clause 27 applies to Metered Equipment (as defined in the Schedule) where a Contract for Services is in force. You must pay the minimum charges as set out in the Schedule quarterly in advance. In no circumstances will the minimum charges be less than £30.00 per quarter.
The Print/Copy/Scan Charge as set out in the Schedule is for a single sided ISO A4 size Print/ Copy/Scan or smaller. The charge for any Print/Copy/Scan with a total area size larger than a single side of ISO A4 will be calculated by multiplying the applicable Print/Copy/Scan Charge as set out in the Schedule by A divided by B rounded up to the nearest whole number, where A is the total area of the processed Print/Copy/Scan and B is the total area of single ISO A4 side (623.7cm²). A Black Print/Copy and Colour Print/Copy is metered and charged for when an image is imposed on a single side of any medium, including (but not limited to) paper, transparency and labels in accordance with the calculation referred to in this clause. A Scan is metered and charged for when a single image is scanned. The minimum charges shall be payable regardless of usage. Usage in excess of the Agreed Minimum Monthly Print/Copy/Scan Volume set out in the Schedule shall give rise to additional charges as set out in the Schedule and shall be payable quarterly in arrears. If a Scan charge is not specified in the schedule you will be allowed 5,000 Scans free of charge. All subsequent scans will be charged at £0.0025 per Scan.
- When specified in the Schedule and provided all payments in respect of the Services are made when due, we shall provide the Services as follows:-
28.1 the Services for Metered Equipment shall comprise maintenance occasioned by normal usage of the Equipment including engineering labour, Black Toner and Colour Toner, unless the “Toner Exclusive” or “Tiered Toner Applies” option in the Schedule has been selected ”Yes”, such toner to yield an overall total average image coverage not to exceed twenty per-cent for Colour Copies/Prints and five per-cent for Black Copies/Prints, replacement parts (being parts that have no pre-defined usage life expectancy) and consumable parts (being parts and other items that have a pre-defined usage life expectancy), unless the “Consumables Exclusive” option in the Schedule has been selected “Yes”, but excluding paper, staples, maintenance and repair (including any labour and /or parts) of the print controller and any interfaces, and any agreed additions as set out in the Schedule under Additional Provisions. Black Toner and Colour Toner used in excess of the aforesaid yield will be calculated quarterly based upon quantity supplied in the preceding quarter in relation to the Black Copies/Prints and Colour Copies/Prints made in that same quarter and charged to and payable by you as an agreed addition at the prevailing rate. Black Toner and Colour Toner yield will be calculated using the Equipment manufacturer’s published figures. If the “Tiered Toner Applies” option in the Schedule has been selected “Yes” Black and Colour Toner will be charged in accordance with the “Tiered Toner Charges Schedule” attached hereto quarterly in arrears in addition to the applicable Print/Copy/Scan Charge for all Black Prints/Copies and Colour Prints/Copies and Scans counted or calculated for the relevant item of Equipment. If the “Toner Exclusive” option in the Schedule has been selected “Yes” all Black Toner and Colour Toner will be charged for when delivered. All consumables and consumable spare parts e.g. toners, fuser oil, developers, and fuser rollers supplied to you for use in the Equipment shall remain our property until consumed in operation of the Equipment or paid for in full by you. Any consumables supplied but unused at the end of the Contract shall be charged for at our then current prices on a pro-rata basis for any unused proportion or collected from your premises at our option. You acknowledge our right to enter your premises and collect property belonging to us at any reasonable time.
28.2 the Services for Non-metered Equipment shall comprise prevention and corrective maintenance occasioned by normal usage of the Equipment including engineering labour and replacement parts but excluding thermal heads and consumables (e.g. paper, toner and image units);
28.3 Services on any Equipment shall only be carried out between the hours of 9.00 am and 5.00 pm Mondays to Fridays inclusive (excluding Public Bank and Statutory holidays) and such Services will normally be provided before the expiration of eight normal service hours from the time of request. Delivery of requests for toner and other consumables and consumable parts in accordance with this Contract will normally be provided before the expiration of two normal service days. We reserve the right to charge for the delivery of toners and other consumables;
28.4 if any Equipment is more than five years old, we reserve the right to omit the provision of replacement parts from the Services so that replacement parts become separately chargeable items;
28.5 you shall remain responsible for proper disposal, in accordance with current legislation, of any spent spare parts, consumables or other service items left on site. In the event of any change in the current legislation requiring us to dispose of spent spare parts, consumables or other service items then you shall indemnify us against all loss, costs, claims, damages or other expenses arising from such change, to the fullest extent permissible by law.
- We shall in addition to the charges for the Services set out in the Schedule be entitled to charge you at our standard rates in force from time to time for labour (including call out charges), our reasonable administrative charge of £75.00 + VAT per hour for support, replacement parts and/or consumables provided as a result of:
29.1 willful, neglect, accident, incorrect operation, or misuse of the Equipment or Software by you or your employees or agents;
29.2 causes other than fair wear and tear or neglect or default by us;
29.3 use of paper, consumables or interfaces not approved by us;
29.4 toners and developers supplied where “Toner Exclusive” option in the Schedule has been selected;
29.5 consumable parts and items supplied, including developers, where the “Consumables Exclusive” option in the Schedule has been selected;
29.6 malfunctioning of any other item of equipment or software or network to which the Equipment or Software is linked;
29.7 work required outside our normal hours of work;
29.8 faults occasioned by fluctuating voltage and/or inadequate communication links;
29.9 faults occasioned by or attributable to inadequate environmental conditions including but not limited to unsuitable temperature or humidity levels;
29.10 damage to the Equipment’s external covers and fittings;
29.11 an aborted service call;
29.12 work required beyond the scope of the Services;
29.13 a visit to site necessitated as a result of you refusing to provide us with remote access to the Equipment where remote access would otherwise have been possible;
29.14 any changes you ask us to make to this Contract, including changes to information we hold about you, or where you ask us to complete Customer questionnaires or other similar third party documentation;
29.15 any costs incurred by us in facilitating delivery of toner and other consumables and consumable parts other than in accordance with clause 28.3 e.g. if you request express courier delivery;
29.16 additional costs incurred by us due to your failure or refusal to allow us remote access to the equipment in accordance with clause 31.
29.17 in the event of an order being cancelled, Print Logic Reprographics Limited reserve the right to include a cancellation charge of up to 30% of the capital cost. If the agreement is subject to a lease contract then a charge of up to 30% of the capital cost (excluding settlement) will apply;
29.18 costs incurred by us to return the Equipment to PLR;
29.19 The Service Contract comes with Advanced Technical Support that is free of charge for the first three months. Advanced Technical Support is charged at £10 + VAT per machine per month and automatically renews on the service contract anniversary. Technical Support provided outside of, or in addition to, Advanced Technical Support is charged at £20 + VAT per 15 minutes. All Technical Support is offered on a remote access basis only. For the avoidance of doubt, any termination effected under Clause 22 and/or Clause 23 of this Contract will terminate these services.
- We may increase our prices for the Services and any and all other charges or fees due or payable under this Contract annually on the anniversary of installation, save that any price increase exceeding nine per-cent per annum must be justified by an equivalent increase in our operating costs.
31.This clause applies whilst any contract for Services is in force and may be varied by written agreement with us. You shall not permit persons other than authorised representatives of ours to effect any replacement of parts, maintenance, adjustment or repairs to the Equipment or Software and shall comply with all of our and the Equipment and Software manufacturers written instructions in relation to the use of the Equipment and Software and, in the event of any breach of them keep us indemnified against all costs, claims, demands, expenses and liabilities suffered or made against us. It is your responsibility to ensure that the Equipment and Software complies with relevant Health and Safety requirements at all times. You must maintain backup of your data sufficient for your own self-defined needs and implement effective audit controls, data security measures and controls at all reasonable times. You shall remain solely responsible for the privacy and security of any and all data whether personal, confidential or otherwise that resides or may reside in the Equipment’s or Software’s physical or virtual memory and you must satisfy yourself of the permanent removal of such data prior to allowing removal or disposal of the Equipment or Software by us or any third party; if you are unable to satisfy yourself of the permanent removal of such data then you should request us to remove the data for you and you agree to pay our reasonable charges, as detailed in Clause 29, for doing so. You shall not without our prior written consent (which will not be unreasonably withheld) make or permit any alteration addition or attachment to any item of the Equipment or Software or remove the Equipment or Software from the installation address described on the Schedule. You shall agree to be responsible for any way leave or licences necessary, and if the Equipment or Software is to be connected to lines or equipment not included in the Contract you shall not call upon us to perform the Services in respect of any fault until such tests have indicated that such fault originates in the Equipment or Software. You shall if so required by us provide and maintain a mains electricity supply point or points in an agreed position or positions for the satisfactory operation of the Equipment and Software. You grant us the right to access the Equipment or Software remotely at any time, for example via a wireless modem or remote network access application, without limitation, to interrogate, adjust, diagnose, gather usage and service data or for any other purposes associated with the delivery of the Services. Your obligations will continue and will not be affected by the theft, loss, destruction, or damage to the Equipment or Software. You shall on written or oral request from us provide meter readings for Metered Equipment. If you fail to provide a meter reading within twenty four hours of a request by us we shall, at our absolute discretion, be entitled to render an invoice based on an estimated reading which shall be final and binding on you. The estimated reading shall form the base reading for the subsequent quarter. You shall indemnify us against injury (including death) to any person and any loss or damage to any of our property caused by negligence or willful omission of your employees’ agents contractors or sub-contractors.