Digital Print Terms and Conditions
1. General
1.2 Unless otherwise agreed in writing, the maintenance, repair and support services to be provided by Matrix Platinum Ltd. to the Customer are supplied subject to the following conditions to the exclusion of any other terms and conditions on which any request or other offer has been given to Matrix Platinum Ltd.
2. Services
2.2 Matrix Platinum Ltd. agrees to provide maintenance, repair and support services (the “Services”) in respect of the equipment specified overleaf (the “Equipment”) and to supply necessary replacement parts (excluding the main cabinetry unless damaged by reason of defective or faulty Equipment within any applicable warranty period for such Equipment)
2.3 Matrix Platinum Ltd. warrants that it will provide the Services with reasonable care and skill.
2.4 Matrix Platinum Ltd. shall provide all the Services during Matrix Platinum Ltd.’ normal business hours (9:00 am to 5:00 pm), Monday to Friday excluding any national or other public holidays within the country or territory in which Matrix Platinum Ltd. has agreed to provide the Services.
2.5 Unless otherwise agreed overleaf, the servicing or replacement of computer parts and equipment and printers linked to copiers (including, but not limited to, RIPs, print controllers, NIC cards, hard drives, computer mainboards and memory chips and software) are not subject to this Agreement and the servicing or replacement of such equipment and parts may be provided by Matrix Platinum Ltd. subject to the agreement of the parties.
3. Payment
3.2 The Customer shall pay all charges specified overleaf as being payable in advance (including, but not limited to, the annual fee), without any-set off or deduction, no later than the first day of the relevant month or quarter to which the payment in advance relates, without further demand from Matrix Platinum Ltd.. All other charges payable by the Customer under this Agreement (including, but not limited to, additional copies, prints or scans as specified overleaf) shall be paid by the Customer, without any set-off or deduction not later than 30 days after the invoice date.
3.3 The Customer shall, in addition to the charges for the Services, pay all charges for the following:
3.3.1 any Services required as a result of accidental damage to or misuse of the Equipment or as a result of damage caused by the Customer’s negligence, except where such damage or misuse is due to the negligence of Matrix Platinum Ltd.;
3.3.2 any Services provided outside of Matrix Platinum Ltd.’ normal business hours;
3.3.3 the replacement or refurbishment of the main cabinet;
3.3.4 to the extent not included in the annual fee specified overleaf, toner (including coloured toner), toner bags and containers and coloured developer for plain paper copiers;
3.3.5 the photoconductive drum as used in plain paper copiers, if damaged for reasons beyond the control of Matrix Platinum Ltd. and not due to fair wear and tear or any other photoconductor devices including, but not limited to, electrophoto conductor cartridges for plain paper facsimiles and laser printers, PCUs for digital equipment unless otherwise agreed in writing by the parties and all-in-ones (AIOs);
3.3.6 all throughput materials (including, but not limited to, paper);
3.3.7 any Services required to be provided outside the country or territory in which Matrix Platinum Ltd. has agreed to provide the Services;
3.3.8 the calibration or recalibration of the Equipment;
3.3.9 the relocation of any Equipment (whether within the Installation Address or from the Installation Address to a new address);
3.3.10 unless otherwise agreed overleaf, any Services required to be provided relating to the connection of the Equipment to the Customer’s network or telephone system or lines;
3.3.11 all the consumables used in connection with the Equipment not otherwise specified above in this section 3.5.
3.3.12 the monthly standing charge is payable in addition to the copy charges.
3.4 To the extent that toner (including coloured toner) is included in the annual fee specified overleaf, Matrix Platinum Ltd. shall only be obliged to supply that quantity of the toner reasonably required for the use of the Equipment in accordance with the Customer’s needs. Any additional toner requested by the Customer shall be supplied and invoiced to the Customer at Matrix Platinum Ltd.’ then current charges.
3.5 The Customer shall not withhold payment due under this Agreement on the grounds of alleged defective Equipment.
3.6 Risk in the Equipment, spare parts and consumables shall pass to the Customer on delivery to the Customer except that if the Customer wrongfully fails to take delivery, risk shall pass at the time when Matrix Platinum Ltd. tenders delivery. Notwithstanding delivery and passage of risk to the Customer, title to the Equipment, spare parts and consumables shall not pass to the Customer until Matrix Platinum Ltd. has received all sums due to Matrix Platinum Ltd. under any contract between Matrix Platinum Ltd and the Customer.
4. Installation
4.2 The Customer shall ensure that the installation areas, electrical outlets, connection requirements (including those related to telecommunications) and access ways are suitable for the safe passage, installation, maintenance and removal of the Equipment.
4.3 Where Matrix Platinum Ltd. has agreed to install copier or printer equipment on to the Customer’s network or system, the Customer shall make available its network administrator to assist Matrix Platinum Ltd. with and shall provide all necessary access to the Customer’s network, and alter system configurations and install all relevant software on to the Customer’s network or workstations, to enable Matrix Platinum Ltd. to install such copier or printer equipment. The Customer shall be solely responsible for ensuring the interoperability of the Equipment with the Customer’s systems, software and network, and that all data, information and programs are backed-up prior to and during installation. Matrix Platinum Ltd shall have no liability what so ever to the Customer for any indirect, consequential or economic loss or damage (including, but not limited to, loss of profits, business interruption, loss of data or information or any costs incurred as a result of any failure of the Customer’s computer system, software or network) as a result of the connection of any Equipment to the Customer’s network or system. The provisions of this section 4.2 shall in no way limit the limitations set forth in section 11.
5. Meter Readings
5.2 The Customer shall, upon request by Matrix Platinum Ltd., promptly confirm in writing the meter readings for Equipment fitted with a meter. Matrix Platinum Ltd. reserves the right to estimate such readings and invoice the Customer based upon such readings. Any over or under estimation will be corrected on the next invoice following receipt of actual meter readings.
5.3 Each meter click shall represent one A4 single sided copy (except colour copies, scans or prints made on multi-functional devices which shall be metered according to the agreement of the parties and, in the absence of any such agreement, by reference to Matrix Platinum Ltd.’ usual charges for colour copies, as varied from time to time). Any size copy or print greater than A4 will count as two clicks.
6. Inspection
6.2 The Customer shall permit Matrix Platinum Ltd. or its authorized representatives at all reasonable times to enter the premises where the Equipment is located, for the purpose of inspection or carrying out Matrix Platinum Ltd.’ obligations under this Agreement.
7. Movement
7.2 The Customer shall not move the Equipment from the Installation Address (as defined in the agreement for the sale or lease of the Equipment) without the prior written consent of Matrix Platinum Ltd. and will ensure that:
7.2.1 Matrix Platinum Ltd. can continue to provide the Services at the new premises;
7.2.2 the Equipment is moved by Matrix Platinum Ltd. in accordance with Matrix Platinum Ltd.’ usual charges; as varied from time to time; and 7.2.3 the Equipment is fully insured by the Customer during transportation and upon installation at the new premises.
7.2.4 Should the equipment be damaged during the move, it will be the customers responsibility to pay Matrix Platinum Ltd. to repair the equipment at the current rate.
8. Key Operators
8.2 The Customer shall appoint two of its employees as “Key Operators” who shall be trained, at the Customer’s cost, by Matrix Platinum Ltd. in the operation of the Equipment, in accordance with Matrix Platinum Ltd.’ Operations Manual for that particular Equipment. Unless otherwise agreed overleaf, any other training requested by the Customer shall be provided by Matrix Platinum Ltd. and Matrix Platinum Ltd. shall be entitled to invoice the Customer a reasonable fee for the training provided.
9. Term
9.2 This agreement shall commence on the delivery date, or, in the case that the equipment installed with the customer prior to the date of this agreement, from the date of this agreement and shall continue for the initial period specified overleaf (the ‘initial term’). After the expiry of the initial term, either party may terminate this agreement in accordance with this section 9. After the expiry of the initial term, either party may terminate this agreement by giving not less than three months ‘written notice’ to the other, (such notice not to be given more than three months before the end of the initial term).
9.3 If the Equipment is at any time exchanged and the replacement supplied directly by Matrix Platinum Ltd. for another of Matrix Platinum Ltd.’ product, this Agreement maybe cancelled by mutual agreement. Where the Equipment constitutes more than one product, the exchanged Equipment shall be severed from this Agreement and the definition of Equipment shall be deemed to be amended accordingly.
9.4 If the customer wants to terminate this agreement before the initial term has expired the customer shall be liable for the remaining standing charge at the then current price multiplied by the number of months remaining, plus the average monthly copy volume multiplied by the then copy charge rate, again until the end of the agreement (copy volume and copy charge as per specified overleaf).
9.5 Matrix Platinum Ltd. may by written notice terminate this Agreement without prejudice to its rights accrued at the date of such notice if;
9.6 the Customer is delinquent for more than 30 days in the payment of any sum due to Matrix Platinum Ltd.;
9.7 the Customer breaches its obligations under this Agreement and, with respect to a breach capable of remedy, such breach has not been remedied within 10 days of notice of such breach having been served on the Customer;
9.8 the Customer ceases or threatens to cease to carry on business or substantially the whole of its business or becomes unable to pay its debts; or
9.9 the Customer becomes insolvent or bankrupt, enters into liquidation, or a receiver, administrator, administrative receiver, manager, trustee or similar officer is appointed in relation to it or over any of its assets or any action is taken or threatened by or against it analogous to the foregoing in any jurisdiction.
10. Payment Adjustment
10.2 Matrix Platinum Ltd. may vary the charges payable under this Agreement by no more than 10% or 15% annually , after the first 12 month period.
10.3 All colour usage will be monitored and Matrix Platinum Ltd. reserve the right to charge for excess usage or increase the cost per copy, giving a minimum of 30 days notice.
11. Limitations of Liability
11.2 With the sole exception of the express warranty contained in section 2.2, Matrix Platinum Ltd. makes no representations and gives no warranties and all representations, conditions and warranties implied by statute, common law or otherwise are hereby excluded to the full extent permitted by law.
11.3 Matrix Platinum Ltd. shall not be liable to the Customer for any indirect, consequential or economic loss or damage (including, but not limited to, loss of profits, data, revenue, customers or goodwill) suffered by the Customer whether such loss is caused by or arises out of Matrix Platinum Ltd.’ breach of its contractual obligations, warranty, or by any tortuous act or omission, including negligence, or in any other way even if the possibility of such loss is known to Matrix Platinum Ltd.. Without in any way limiting the foregoing provisions of this section 11.2, Matrix Platinum Ltd. shall not be liable to the Customer for any damage caused by any product or Service provided by the Supplier to any hardware, software or computer files of the Customer and Matrix Platinum Ltd. gives no warranty that any software or equipment supplied by it will be interoperable with any of the Customer’s network of systems or equipment nor shall Task Office Systems be liable for the inoperability or failure of the Customer’s systems caused by incompatible Equipment of the connection of the Equipment to the Customer’s network or systems.
11.4 Matrix Platinum Ltd.’ aggregate liability to the Customer arising out of the supply of the Services will in no event exceed the charges actually paid by the Customer to Matrix Platinum Ltd. under this Agreement in the twelve months preceding the date of the acts or omissions giving rise to the liability.
11.5 The parties agree that this Agreement has been the subject of discussion and negotiation and is fully under stood by the parties, that each of them has had the opportunity to take legal advice and, in particular, that the mutual promises contained in this Agreement were given in consideration for the limitations contained in this clause 11.
11.6 Nothing in this Agreement shall exclude any liability by Matrix Platinum Ltd. which cannot, as a matter of law, be excluded.
12. Force Majeure
12.2 Matrix Platinum Ltd. shall be under no liability whatsoever in respect of any delay in provision of the Services caused by any circumstances beyond Matrix Platinum Ltd.’ control including without limitation, any Act of God, explosion, fire, flood, war, hostilities, accident, delay in delivery or non delivery by Matrix Platinum Ltd.’ suppliers, breakdowns or accidents to machinery, labour strikes or dispute, order or decree of any court or action of any governmental authority and on the occurrence of any of the foregoing events Matrix Platinum Ltd. reserves the right to postpone, cancel or suspend the whole or part of the provision of the any Services.
13. Notices
13.2 Any notice to be given under this Agreement shall be in writing and may be hand-delivered (including delivery by courier) or sent by fax transmission to the receiving party’s principal place of business or such other address or number as may be notified by that party from time to time for this purpose.
13.3 Unless the contrary shall be proved, notice shall be deemed to have been given, if by hand delivery (including courier) during working hours on a working day, when left at the relevant address, and otherwise on the next working day after delivery, and if by fax during working hours on a working day, when transmitted, and otherwise on the next working day after transmission.
14. General
14.2 If the Customer shall be two or more persons, each person shall be jointly and severally liable under this Agreement.
14.3 The Customer may not assign its rights and obligations, in whole or in part, under this Agreement. Matrix Platinum Ltd. may, without the Customer’s consent, assign its rights and obligations, in whole or in part, to any affiliate of Matrix Platinum Ltd. or to any other person.
14.4 This Agreement supersedes all previous communications, transactions, and understandings, whether oral, or written, and constitute the sole and entire agreement between the parties pertaining to the subject matter of this Agreement. No variation of this Agreement shall be binding on either party unless made in writing and signed by a duly authorized representative of each party.
14.5 Any provision of this Agreement that is prohibited or unenforceable for any reason in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. For any provision so severed from this Agreement, there shall be deemed to be substituted a like provision to accomplish the intent of the parties as closely as possible to the provision so severed, as determined by any court of competent jurisdiction, to the extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales. A claim by Matrix Platinum Ltd. for payment of any monies due from the Customer may be brought either in the courts of any jurisdiction in which the Customer carries on business or in the courts of England and Wales.
