COPIER/MFD MAINTENANCE AND SERVICES supplemental agreement

Terms and conditions

1. Scope of Agreement

The Supplier will provide the Copier/MFD Services to the Customer in respect of the Equipment installed at the Installation Address.

2. Term

2.1This Supplemental Agreement commences on the Commencement Date set out in the Quote for the Copier/MFD Services.

2.2Unless otherwise specified in the Quote, this Supplemental Agreement has an initial term of sixty (60) months from the date of installation of the Equipment (the “Initial Term”).

2.3On expiry of the Initial Term, this Supplemental automatically renews for successive periods of twelve (12) months (each a “Renewal Term”), subject to then-current pricing, unless either party gives written notice to terminate at least ninety (90) days before the end of the Initial Term or any then-current Renewal Term.

3. Equipment, Installation Address and access

3.1The Equipment to which this Supplemental Agreement applies is set out in the Quote (by make, model and serial number) and is installed at the Installation Address.

3.2The Customer shall not, during the Term of this Supplemental Agreement, remove the Equipment or cause or permit the Equipment to be removed from the Installation Address without first obtaining the prior written consent of the Supplier (which shall not be unreasonably withheld). If the Customer wishes to remove the Equipment outside the Supplier’s normal service area, the Supplier may withhold consent and terminate this Supplemental Agreement, in which case the Customer shall be liable to pay the termination fee applicable under clause 9.3.

3.3The Customer will at all times give the Supplier access to inspect the Equipment on reasonable notice.

3.4The Customer’s payment obligations under clause 8 of this Supplemental Agreement continue throughout the Term of this Supplemental Agreement notwithstanding any theft, loss, destruction or damage to the Equipment which may occur.

4. Equipment ownership, risk and insurance — purchased Equipment

4.1This clause 4 applies where the Customer purchases the Equipment from the Supplier. The general retention-of-title regime in clause 9 of the MSA applies; the provisions of this clause 4 are additional and specific to the Copier/MFD Services.

4.2Risk of loss of or damage to the Equipment passes to the Customer at the time of delivery of the Equipment to the Installation Address.

4.3Ownership of the Equipment shall not pass to the Customer until the Supplier has received in full all sums due to it in respect of:

(a)the Equipment; and

(b)all other sums which are or which become due to the Supplier from the Customer on any account.

4.4Until ownership of the Equipment has passed to the Customer, the Customer must:

(a)hold the Equipment on a fiduciary basis as the Supplier’s bailee;

(b)not destroy, deface or obscure any identifying mark or packaging on or in relation to the Equipment;

(c)maintain the Equipment in satisfactory condition, insured on the Supplier’s behalf for its full price against all risks to the reasonable satisfaction of the Supplier (and shall produce the policy of insurance to the Supplier on request);

(d)not remove the Equipment, or cause or permit the Equipment to be removed, from the Installation Address; and

(e)not resell the Equipment.

4.5Until ownership of the Equipment has passed to the Customer, the Customer’s right to possession of the Equipment terminates immediately if this Supplemental Agreement is terminated. The Customer grants the Supplier and its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it or, where the Customer’s right to possession has terminated, to recover it.

4.6The Supplier shall be entitled to recover payment for the Equipment notwithstanding that ownership of any of the Equipment has not passed to the Customer.

4.7Where Equipment is supplied to the Customer exclusive of service and maintenance, the Supplier’s Guarantee Period shall be the duration of any manufacturer’s guarantee relating to the Equipment. Following the expiry of the Supplier’s Guarantee Period, the Customer shall be entitled to apply for an annual service contract in respect of the Equipment.

4.8The Equipment is sold to the Customer with the benefit of any warranty from the manufacturer of the Equipment which the Supplier is able to transfer to the Customer. Other than the benefit of the manufacturer’s warranty, the express warranties in this Supplemental Agreement, and any warranties in the MSA, the Equipment is sold to the Customer without any warranty as to the quality of the Equipment or its fitness for any particular purpose, to the extent permitted by law.

5. Leased or Contract Hire Equipment

5.1Where Equipment is supplied to the Customer under a lease or contract hire agreement with a third-party finance provider, this clause 5 applies. The provisions of clauses 1, 2, 3, and 6 to 13 (inclusive) of this Supplemental, and the MSA, continue to apply; clause 4 (which deals with the purchase of Equipment) does not.

5.2The Customer shall comply with the terms of any leasing agreement or contract hire agreement entered into in respect of the Equipment.

5.3The Customer grants the Supplier (acting on behalf of the owner of the Equipment), and its agents and employees, an irrevocable licence at any time to enter any premises where the Equipment is or may be stored to recover it where the Customer’s right to possession of the Equipment under any leasing or contract hire agreement has terminated.

6. Supplies

6.1The Supplier shall, for the Term, provide the Supplies required relative to the Customer’s average print volume.

6.2Unless otherwise shown in the Quote, all Supplies will be charged for in addition to any other payments due under this Supplemental. The Supplier may make a reasonable additional charge for delivery of Supplies.

6.3The Customer shall only use Supplies provided by the Supplier. The Customer may use white and coloured paper from an alternative source provided it meets the manufacturer’s recommended standards as set out in the owner’s manual or product literature. The Customer shall be liable for any paper-related service problems caused by the Customer’s use of paper that is not supplied by the Supplier or that does not meet the manufacturer’s recommended standards.

6.4Subject to clause 8.9 (which prevails in the event of conflict in respect of toner), the provisions of clauses 4.3 to 4.8 inclusive apply to the Supplies mutatis mutandis.

7. Maintenance Service

7.1The Supplier shall maintain the Equipment if the Quote provides for maintenance to be included

7.2The Supplier shall service the Equipment in accordance with any manufacturer guidelines provided by the Supplier.

7.3Maintenance shall be provided during normal service hours and shall include the inspection, adjustment and repair of the Equipment and the provision of any necessary replacement parts. The Maintenance Service Charge shall not include the performance of a full overhaul of the Equipment.

7.4The Maintenance Service Charge shall not include the performance of work or the provision of replacement parts rendered necessary by the negligent use of the Equipment by the Customer or its staff, or by any person authorised by the Customer to handle the Equipment, or by any cause other than fair wear and tear, or by adjustments to the Equipment made by persons other than the Supplier. If the Supplier performs such work or provides such parts, the Supplier shall raise an additional charge in respect of that work.

8. Charges

8.1The Customer shall pay the Charges for each piece of Equipment supplied by the Supplier.

8.2The Print/Copy/Scan Charge is based on ISO A4 size and dependent on the individual toner cartridges achieving a minimum of seventy-five per cent (75%) of the manufacturer’s published yield.

8.3For each page copied on paper greater than A4 in size, the Customer shall pay a Print/Copy/Scan Charge equal to the amount for two (2) A4 pages.

8.4Where a Minimum Monthly Volume applies, the Print/Copy/Scan Charge will have been agreed at the level set out in the Quote on the basis of the Customer meeting the Minimum Monthly Volume. The Customer will be charged for the Minimum Monthly Volume per month, regardless of whether the Customer has reached the Minimum Monthly Volume.

8.5The Supplier may charge the Customer a separate charge if the Customer uses more toner than the manufacturer’s documents would anticipate being used for the relevant number of copies produced.

8.6If the Equipment is required to be moved, the following applies:

(a)If the Customer requests the Equipment to be moved, the Supplier will raise a charge in respect of this work;

(b)if the Customer requests the Equipment to be collected at the end of the Term, the Supplier will raise a charge of up to two hundred and fifty pounds (£250) plus VAT per piece of Equipment; and

(c)if the Customer requests the Equipment to be collected at the end of the Term and disposed of in line with the Waste Electrical and Electronic Equipment (Amendment, etc.) Regulations 2025 (“WEEE Regulations”), the Supplier will raise a charge of up to three hundred and fifty pounds (£350) plus VAT per piece of Equipment. Where the Supplier has supplied equivalent replacement Equipment to the Customer, end-of-Term collection under the WEEE Regulations is at no charge (in accordance with clause 11).

8.7Payment terms, late-payment interest, dispute and suspension rights are as set out in clause 7 of the MSA.

8.8Where the Customer does not pay charges under this Supplemental Agreement by Direct Debit, the Supplier may apply a non-Direct Debit surcharge to each invoice. The amount of the surcharge will be specified in the Quote or otherwise agreed in writing between the parties. The surcharge does not apply where the Customer has a valid Direct Debit Mandate in place that is current and operable at the date the invoice is raised.

8.9Where the Customer is making consistently low use of the Equipment, the Supplier may make a minimum Maintenance Service Charge of up to forty pounds (£40) per month. In the alternative, the Supplier may at its sole discretion offer to supply maintenance services on a time-and-materials basis.

8.10Toner consumed in the normal operation of the Equipment is paid for by the Customer through the Print/Copy/Scan Charge. Unless previously agreed, all toner supplied to the Customer (whether fitted or unfitted) remains the property of the Supplier until consumed by the Equipment. Any toner that is lost or unrecoverable during or at the end of the contract term will be invoiced at the manufacturer’s recommended retail price. Toner reconciliation is carried out during, and at the end of, the Term. The Supplier will use the manufacturer’s recommended cartridge yield, the actual metered Print/Copy/Scan usage and proof of delivery to determine any loss. This clause 8.10 prevails over clause 6.4 in the event of conflict.

9. Termination of this Supplemental Agreement

9.1The general termination rights in clause 15 of the MSA apply. The provisions of this clause 9 are additional and specific to this Supplemental Agreement.

9.2The Customer shall be discharged from this Supplemental Agreement should the Customer upgrade the Equipment covered by this Supplemental Agreement with new Equipment and enter into a new service agreement with the Supplier.

9.3Without prejudice to its rights under clause 2.2, the Customer may terminate this Supplemental Agreement at any time by giving ninety (90) days’ written notice and paying a termination fee, being the greater of:

(a)the Customer’s average historical metered Print/Copy/Scan consumption multiplied by the current Print/Copy/Scan Charge and multiplied by the number of unexpired months of the Term;

(b)the Minimum Monthly Volume multiplied by the current Print/Copy/Scan Charge and multiplied by the number of unexpired months of the Term l; or

(c)the minimum Maintenance Service Charge multiplied by the number of unexpired months of the Term.

The parties acknowledge and agree that the early termination sum calculated under this clause 9.3 is a genuine pre-estimate of the loss the Supplier would suffer on early termination and a proportionate protection of the Supplier’s legitimate interest in recovering the cost of the Equipment, supplies and committed services.

9.4If the average monthly metered Print/Copy/Scan consumption falls below fifty per cent (50%) of the average monthly Print/Copy/Scan consumption in the first year of the Term, the Supplier may terminate this Supplemental Agreement and the Customer shall be liable to pay the termination fee calculated pursuant to clause 4.

9.5Termination of optional Software/Subscriptions module contracts is governed by this clause 9.5:

(a)where the Customer terminates this Supplemental Agreement under clause 9.3, or where the Supplier terminates this Supplemental Agreement under clause 9.4 (in either case invoking the termination fee under clause 9.3), all Software/Subscriptions modules will automatically terminate at the same time as this Supplemental Agreement. In addition to the termination fee payable under clause 9.3, the Customer shall pay to the Supplier a sum equal to the Software/Subscriptions charges that would have been payable for the number of unexpired months of the Term had the Software/Subscriptions not been terminated early;

(b)where the Customer wishes to terminate any Software/Subscriptions module without terminating this Supplemental Agreement under clause 9.3, the Customer may do so (subject to the minimum period in clause 10.11) by giving at least three (3) months’ written notice prior to the next anniversary date of the relevant Software/Subscriptions module, with termination taking effect on that anniversary date; and

(c)all Software/Subscriptions modules will automatically terminate if this Supplemental Agreement terminates under clause 4, or under clause 15.1 of the MSA. No further sum shall be payable in respect of the Software/Subscriptions modules under this clause 9.5(c).

10. Software/Subscriptions Module

10.1This clause 10 applies in addition to the other terms of this Supplemental Agreement, but only in respect of additional services shown in the Quote as Software/Subscriptions.

10.2In the event of any inconsistency between this clause 10 and other clauses of this Supplemental Agreement, this clause 10 prevails.

10.3The Customer shall complete a network survey form in respect of the Installation Address. The Supplier may refuse to supply the relevant Equipment where, in its sole discretion, the network survey form reveals the Installation Address to be unsuitable.

10.4The Customer will comply with any reasonable directions of the Supplier to remedy any problems identified by the network survey carried out pursuant to clause 10.3.

10.5If the Supplier agrees to install the relevant Equipment, the Supplier will deliver the Equipment to the Installation Address.

10.6The Supplier will install and connect to any single piece of hardware or network data point situated within two (2) metres of the Equipment.

10.7The Supplier will install all necessary software for the running of the Equipment on up to five (5) workstations and will test that software for up to one (1) hour. The Supplier shall raise an additional charge in respect of any additional time taken or software installed on additional workstations.

10.8The Supplier shall provide the Customer’s staff with one (1) hour’s training on the functionality of the hardware and software.

10.9The Customer shall take full back-ups of all data stored on any system prior to the Supplier conducting any work.

10.10The Supplier does not warrant that any software will be uninterrupted or error free, or that any specific requirement of the Customer will continue to be met where the Customer’s operating system or network operating system is changed following the date of installation.

10.11All Software/Subscriptions modules are for a minimum period of twelve (12) months from activation, unless otherwise stated in the Quote. Termination of Software/Subscriptions modules is governed by clause 9.5.

11. End-of-contract Equipment collection

Under the WEEE Regulations, when the Equipment supplied under this Supplemental Agreemen tis due for collection the Supplier will collect it free of charge provided equivalent equipment has been installed by the Supplier. If equivalent equipment has not been installed by the Supplier, there may be a charge to return the Equipment to its manufacturer (in addition to any charge under clause 8.7).

12. Liability

The limitations and exclusions of the Supplier’s liability are as set out in clause 17 of the MSA. Without limiting those provisions (and in particular those under clauses 6.2 and 6.3 of the MSA), the Supplier is not liable for any loss or damage to the extent that the loss or damage arises from the Customer’s failure to meet its responsibilities under this Supplemental Agreement, or from the Customer’s use of Supplies or paper not in compliance with clause 6.

13. General

13.1All matters not expressly addressed in this Supplemental Agreement (including, without limitation, confidentiality, intellectual property, dispute resolution, force majeure, notices, assignment, sub-contracting, non-solicitation, third party rights, governing law and jurisdiction, and personal data and data protection) are governed by the MSA.

13.2Definitions: In this Supplemental Agreement:

“Copier/MFD Services” means the maintenance, supplies, on-site and remote support, meter reading, and (where applicable) Software/Subscriptions services to be provided to the Customer under this Supplemental Agreement, as described in the Quote;

“Equipment” means the multi-function devices, copiers, printers and any peripherals to which this Supplemental applies, as listed in the Quote by make, model and serial number;

“Initial Term” means the initial term of this Supplemental Agreement as specified in clause 2.2(or in the Quote, where the Quote specifies a different initial term);

“Installation Address” means the address at which the Equipment is installed, as specified in the Quote;

“Maintenance Service Charge” means the charge for the maintenance services provided by the Supplier under this Supplemental, as set out in the Quote or as otherwise applies pursuant to clause 8.9;

“Minimum Monthly Volume” means the minimum monthly Print/Copy/Scan volume per piece of Equipment (or aggregated across the fleet, as the case may be) specified in the Quote, which the Customer is committed to pay for whether or not such volume is reached;

“Print/Copy/Scan” means use of the Equipment to print, copy and/or scan;

“Print/Copy/Scan Charge” means the per-impression charge for the Customer’s use of the Equipment, as set out in the Quote, calculated on the ISO A4 basis described in clause 8.2;

“Renewal Term” means a renewal term of this Supplemental as described in clause 2.3;

“Software/Subscriptions” means any optional software or subscription modules included in the Quote in addition to the core Copier/MFD Services, including (without limitation) print-management software, follow-me print, document workflow, secure release and reporting modules;

“Supplier’s Guarantee Period” means the period defined in clause 4.7;

“Supplies” means the consumables required for the operation of the Equipment, including toner, drums, fusers and other manufacturer-specified consumables, but excluding paper save as expressly provided; and

“Term” means the term of this Supplemental Agreement, calculated pursuant to clause 2.

13.3In this Supplemental Agreement:

(a)capitalised terms not defined in this Supplemental Agreement have the meaning given to them in the MSA; and

(b)a reference to a clause is a reference to a clause of this Supplemental Agreement unless otherwise specified.