Definitions:

The Company:  Smart Office Technology whose registered office is at Unit D Marquis Court, Team Valley, Gateshead NE11 0RU and is registered in England under number 8939587.

The Customer: The other party to this agreement whose name and address is set out on this agreement.

The Equipment: Means the goods to be sold or supplied by the Company to the Customer as specified in this agreement.

The Purchase Price: Means the prices as specified in this agreement.

Service(s): Means the items supplied to you as specified in this agreement.

Software: Means the computer programs, incorporated into The Equipment or which are supplied separately by The Company as specified in this agreement

Software Products: Means any software products supplied by The Company as detailed in this agreement.

Delivery Address: Means the address specified under the site address.

Delivery Date:  Means the estimated date from delivery as specified in this agreement or if no such date is advised, as soon as reasonably possible.

Agreement: The entire agreement as set out in this document

Contract Period: The length of the contract from the contract commencement date being the period specified in clause 10 or where applicable the period of the lease and or maintenance as set out in this agreement.

Purchase Price: The prices stated in this agreement, and on The Company’s published price list.

The Company concludes contracts for the sale of Equipment and or supply of Services subject only to these conditions.  This Agreement shall apply to the total exclusion of any other terms including without limitation conditions and warranties written or oral express or implied (whether by statute or common law insofar as it is permissible by law to exclude the same) and the Customer’s own terms over which this Agreement shall prevail and in particular acceptance of the Equipment (or any part thereof) by The Customer shall be conclusive evidence that this Agreement applies. If the Customer enters into a lease agreement or requests maintenance services, then the Customer shall also be bound by any terms and conditions relating to the lease or maintenance of the Equipment. If The Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977) nothing in this Agreement affects The Customer’s statutory rights.

1. Delivery

The Company will endeavour to deliver The Equipment to the Delivery Address on or before the Delivery Date but (being an estimate only) such date shall not be of the essence of this Agreement. The Customer agrees that one of their authorised employees will clearly sign and print their name and the date on the delivery note. Delivery of The Equipment shall occur (or be deemed to occur) and the risk of loss or damage of any kind in or to The Equipment shall pass to The Customer when The Company (or its agent) has delivered The Equipment to the Delivery Address whether or not The Customer then agrees to accept the same.

Where The Customer refuses to accept delivery of The Equipment which has not be damaged in the delivery process then (without prejudice to the other rights of The Company and in particular its right to regard this agreement as having been repudiated by The Customer) The Company may (but shall not be obliged to) store The Equipment for The Customer and The Customer shall pay The Company on demand all expenses and costs incurred by The Company for transportation and storage of The Equipment provided always that The Company may sell The Equipment to a third party, without liability to The Customer, and in such case The Customer shall only be responsible for the difference between the Purchase Price The Customer was to pay and the actual amount received by The Company.

2.  Payment

Unless otherwise agreed by The Company in writing, The Customer shall pay the Purchase Price as specified in this agreement and the Maintenance Contract and where applicable The Company’s published price list (together with any Value Added Tax or other sales tax at the current rate) to The Company in sterling within fourteen (14) days from the date of invoice, without any deduction, set off or deferment. All payments will be collected by Direct Debit.

Where payment of the Purchase Price (any related Value Added Tax or other sales tax) is not received in full by The Company by the due date, then (without prejudice) to any other rights of The Company, interest shall accrue (after as well as before any judgement) on the sum outstanding in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.

Time for any such payment shall be of the essence and in the event of any default in any such payment The Company shall be entitled to suspend deliveries and service under this Agreement and under any other agreement(s) with The Customer and/or treat any or all of such agreement(s) as repudiated and in addition all sums howsoever and whensoever owed to The Company by The Customer shall become immediately due and payable to The Company by the Customer. All Direct Debit payments will be collected on the 15th day of each month.

The Customer agrees to pay The Company an administration fee of £ 75 in the event of any non-payment of any Direct Debits.

3. Property

 Where the Equipment is being sold to the Customer, Legal title and property in The Equipment shall not pass to The Customer, and ownership of The Equipment shall remain with The Company, unless and until The Company has received payment (by way of cleared funds) in full of (a) the Purchase Price (plus any Value Added Tax or other applicable sales tax) and (b) of all sums due to The Company in respect of all other Equipment and/or services supplied by The Company to The Customer under any contract or arrangement whatsoever.

Until property and ownership in The Equipment passes to The Customer, The Customer shall retain The Equipment in a fiduciary capacity as bailee for The Company (returning the same to The Company immediately on request) and shall store The Equipment separately from any other items, clearly marked and/or identifiable as The Company’s property and shall not deal with, encumber, part with possession of or dispose of The Equipment.  Until property and ownership in The Equipment has passed to The Customer as aforesaid, The Company shall be entitled to repossess and remove and resell The Equipment, and The Customer hereby gives The Company irrevocable authority to enter forthwith on to The Customer’s premises and/or such other premises where The Equipment may be stored for those purposes and agrees to be responsible for The Company’s costs, losses and expenses in so doing.

Where the Equipment is leased to the Customer then legal title and ownership shall always remain with The Company or the leasing company as may be specified in the lease agreement.

4. Damage

Any claim(s) for any damage to the Equipment reasonably ascertainable on careful examination or for any short delivery must be made by The Customer by notice in writing (whether or not previously notified orally) as soon as reasonably possible and in any event within 3 days of delivery of the Equipment following which, and subject to the claim being valid, The Company shall at its option repair such damage or replace the Equipment but in the absence of such notification The Company shall be discharged from all liability in respect of such damage or short delivery.  The Customer will not be entitled to make any claim(s) for any such damage or short delivery after The Customer or its employee or agent has signed a delivery acceptance note in respect of the Equipment.  Any claim for non-delivery of the Equipment must be made within 10 days from the date of The Company’s invoice in respect of the Equipment. Where applicable and where permitted, The Company shall pass to The Customer the benefit of any manufacturer’s product warranty or guarantee.

5. Services

Providing The Customer has signed and entered a Maintenance Contract, The Company will maintain the contracted Equipment as specified by the manufacturer, by providing scheduled maintenance visits and attending to breakdown calls promptly and efficiently.  This service operates between the hours of 9.00am and 5.00pm from Monday to Friday (except for public holidays) unless otherwise agreed in writing by The Company.

The Company will provide all consumables at the intervals recommended by the manufacturer of the Equipment as included in the price for the maintenance.  This excludes staples unless specified in this Agreement and any parts which require replacement due to fair wear and tear. Provision of maintenance and installation of Equipment supplied by The Company is subject to the availability of the necessary parts and manufacturers support. Should the supply of parts or manufacturers support cease in any way then the Company shall not be obliged to supply the same and The Company can cancel the provision of maintenance without penalty, immediately.

The Customer will only use parts and consumables supplied by The Company, or an agent approved in writing by The Company.  The Customer will use paper and other materials that are specified by and provided by or agreed by The Company and agrees to only used consumables supplied on Equipment that is covered under this agreement. If the Customer uses non specified consumable items, then The Company reserves the right to charge for any servicing, call outs, labour charges to rectify any faults, howsoever caused. The Customer is liable for the full costs of repair if the Equipment is damaged through accident, misuse, neglect, the use of unsuitable paper or materials, or the failure to observe the correct operation or maintenance procedures. This includes but is not restricted to passing any media, in particular, labels through the Equipment, more than once. The Customer is also liable for any repair costs, if

1. The Customer has not used, stored, or handled the Equipment as specified in the relevant manufacturer’s user guides and 
2. where any faults are caused by any IT equipment, software or any other equipment not provided by The Company and
3. if any faults are caused by disconnection and reconnection of the Equipment, movement of the Equipment or modification of the Equipment by someone other than an authorised representative of The Company, and
4. for any faults to power boards or any other components which have failed due to a power surge howsoever caused. The Company strongly recommends that surge protection equipment is fitted to help prevent such occurrences.

If for any reason this Agreement is cancelled, The Customer will pay for any unused proportions of consumables including but not limited to, Toner, Fusers, Drums, Developer and transfer belts, fitted in, or left with the Equipment.

6. Installation

The Company will install and maintain the Equipment at the address specified as the Delivery Address. The Customer must ensure that the location designated for the Equipment is suitable and complies with current health & safety regulations and that The Company’s employees or representatives are protected from any hazards at all times when on the Customer’s premises.

The Customer must ensure that any network points, power supplies and phones lines are installed and in good working order and that if the Equipment is to be connected to a network, that all usernames and passwords are available or that an authorised person employed by The Customer is available to provide such information at the time of installation or as requested by the Company.

The Customer will appoint two key operators for The Equipment 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.

Any delays caused by The Customer’s failure to provide any of items specified in this clause will result in a charge for extra time needed on site and any costs incurred in re delivery or re installation.

The Customer must allow The Company to install its automated service management software.

7. Relocation, or Loss

The Customer agrees not to transfer this Agreement or relocate the Equipment without obtaining The Company’s written consent.  The Company will not usually withhold consent, but relocation may result in an increase of service charges and if requested by The Company, The Customer agrees to sign a new contract. The Customer agrees to comply with all obligations (including your obligation to make payments) even if The Equipment is lost, damaged or stolen.

8. Meter readings

The Customer must allow The Company to collect meter readings electronically via the use of The Company’s automated service software. This will be done at the end of each calendar month. If the meter readings cannot be obtained The Company will estimate the volume when raising the invoice and will charge an administration fee. We will correct any under estimate or overestimate when we next invoice you after you have supplied an actual meter reading.

In the event that there is a charge for a minimum volume of prints, this will be charged in advance. This charge is payable irrespective of whether you have utilised the Equipment or Service.

9. Service charges

The Company may vary the charges as specified in this Contract at any time by providing 30 days prior written notice to The Customer.  If any price changes result in cost increases of more than 15% per annum during the first three years, except due to changes in rates of taxation, or as a result of indirect taxation, inflation or currency fluctuation, The Customer may cancel the Services under this Agreement by providing 30 days written notice and on cancellation The Customer shall pay all sums then outstanding and due to The Company.

The Customer agrees to pay for the following. All prices can be found in The Company’s current price list.

Any Toner unless specified as “Toner inclusive” in the additional customer requirements or provisions section of this agreement.

Any Consumable items, where such consumables are replaced before they require replacement based upon the manufacturers recommended expected life.

Any excess usage of toner where equipment is specified as “Toner inclusive”. Where the agreement is “Toner Inclusive” the cost per print includes the supply of toner necessary to provide prints on The Equipment to yield an overall average image coverage of five percent. The Company is unable to verify that The Equipment is being used within the correct humidity and temperature parameters, therefore excess toner will be charged for, if the toner fails to produce the minimum number of prints as specified by the manufacturer.

A minimum service charge will be charged for each piece of Equipment if the service yield falls below the stated minimum charge.

An administration charge will be levied for each piece of Equipment if The Customer fails to provide The Company with a meter reading.

A collection charge will be levied at the end of any lease or other finance / rental agreement on each piece of Equipment unless The Company is supplying replacement Equipment.

A monthly charge for IT maintenance will take effect after the first 6 months. This will provide maintenance for network cards, scanner interfaces and fax cards. For any repairs to any peripherals that are attached to The Equipment. For the deletion of all data from The Equipment upon collection.

A recycling box will be provided for used consumables. This will be free of charge for the first 12 months. Thereafter we will invoice you for the provision of the recycling box and the removal of any used consumables.

An administration charge where payment is not made by Direct Debit.

Where this agreement is parts inclusive (due only to fair wear and tear) as specified in the additional provisions overleaf, this will be for a period of thirty-six months from the installation date of The Equipment. Thereafter parts will be charged at our standard rate.

10. Term and Termination

The Agreement shall be for a minimum of thirty-six months unless otherwise specified in the maintenance contract. This Agreement will renew annually automatically until The Customer cancels it by giving The Company at least 90 days written notice before any anniversary date of the Agreement.  Any termination notice must be sent in writing by registered post to The Companies registered office addressed to the Company Secretary. Upon termination, The Customer will pay for any unused portions of consumables and drums left in The Equipment and a minimum service charge which is calculated by taking the average usage per month for the 12 months preceding termination and multiplying this figure by the remainder of the contract period, or by taking the actual usage throughout the remainder of the contract period, whichever is higher. If we have supplied any other chargeable support such as IT maintenance, then the monthly cost will be multiplied by the remaining term of the agreement and will be added to the termination costs.

In the event the average metered volumes fall below 30% of the average consumption of the 1^st year of this agreement, we reserve the right to cancel the agreement without notice and you shall be liable for the termination fees. The Customer agrees that the above costs are a fair and accurate assessment of our loss as it represents our operating costs, and the early payment discount is applicable because The Company has received its payment sooner than we would have if the Agreement had not been terminated.

In addition to any other rights of The Company to end this agreement as set out in this agreement The Company may end this Agreement by giving The Customer 30 days written notice.

Either party shall be entitled forthwith to terminate this agreement by giving written notice to the other if:

1. the other commits a continuing or material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
2. an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the other party.
3. the other party makes any composition or voluntary arrangement with its creditors or enters into administration, or a moratorium comes into force in respect of the other party (within the meaning of the Insolvency Act 1986);
4. the other party goes into liquidation (except for the purposes of an amalgamation, reconstruction, or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or
5. the other party ceases, or threatens to cease, to carry on business.

The rights to terminate this agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

11. Training and Software

Training and software support will be provided at the prices agreed in the Maintenance Contract, subject to the terms as listed under clause 8 and 9.

Software support is understood to be telephone and online support only. The Customer must allow the use of The Company’s remote access software to resolve any software issues. Any site visits to resolve any software issues will be charged at The Company’s published rates. Travel and subsistence properly incurred in visiting the Customer’s premises will be chargeable at cost.

Where The Company provides any upgrades to any software products, The Company gives no warranty that any upgrade will be of the same functionality, operating system compatibility or suitability as the existing software products.

The Company can make no warranty and can accept no liability for the failure or incompatibility of any software or printer drivers.

The Company will charge for the correction or re-installation of any software products or printer drivers that have ceased to work correctly due to the installation or upgrade of any software or hardware product on The Customers computer system or network.

All software products supplied by The Company to The Customer are subject to the individual license agreements of the software publisher and The Customer agrees to comply with all and any terms and conditions of these licenses. Operation and Functionality of software are subject to its published specifications produced by the software owner and any terms of the licence.

12. Liability

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 for any loss of business or profit, any loss suffered by interruptions to the business of the customer or for any other consequential loss howsoever arising, including delay in 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 Customer or any third party for death or personal injury incurred through the negligence of The Company. This clause shall not limit or exclude any liability of the Company from any fraudulent act of the Company nor any mater where such liability cannot be excluded or limited by law.

13. Insurance

Where the Equipment is under a separate loan or rental agreement The Customer shall keep The Equipment continuously insured with an insurer approved by The Company under a full comprehensive policy of insurance, free from restriction or excess, covering The Equipment to its full replacement value against fire, theft, accidental damage and all other risks against which it is commercially prudent to insure, and shall punctually pay all premiums, and, if and when requested to do so, shall produce satisfactory evidence of such insurance to The Company.  If such evidence is not provided, then The Company has the right, but not the obligation, to have insurance protecting the Equipment placed at The Customers expense, which expense shall include the full premium paid for such insurance and shall be paid by The Customer in equal instalments which may be added to each regular payment due under the Agreement.

The Customer shall hold in trust for The Company any money paid to The Customer under any insurance policy relating to the Equipment and hereby irrevocably authorises The Company to receive such money from any insurance company and to agree the amount of any claim with the insurance company or any other person and receive payment from them. The Customer must ensure that the goods are insured from the date of delivery.

14. General Terms

The person who signs this Agreement warrants that they are properly authorised by The Customer to do so and in doing so accepts that the contract shall be binding upon The Customer. Partnership – If the Customer is a partnership, then the person signing this agreement does so on their behalf and those of their partners so that all partners will be liable jointly and individually for all of the Customer’s responsibilities under this Agreement.

This Agreement is acknowledged by The Customer to be reasonable in all the circumstances If a provision of this agreement or a procedure to be carried out in its implementation is or becomes illegal or unenforceable, the remaining provisions and procedures shall not be affected and The parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision or procedure to be substituted for the provision or procedure found to be illegal or unenforceable. If they are unable to reach agreement and the illegality or unenforceability arises because a specified period or area is excessive, the agreement is to be deemed to be modified to the minimum extent necessary to make it effective whilst remaining substantially in accordance with the commercial intent of the parties.

The Company may use the information about you to send marketing material about goods and services that we may offer and those offered by third parties which we believe may be of interest to you. If you do not wish to receive such information please write to our Head Office address,

The Company will make a charge per item for the collection and disposal of any equipment under the Waste Electrical and Electronic Equipment Directive (WEEE) which shall be payable by The Customer.

The Customer agrees not to alter or remove any trademark or other identifier of The Company or of the Equipment manufacturer or a serial number which has been applied to any of the Equipment nor to apply any other mark or serial number to any of the Equipment.

The Company may assign all rights and obligations under this agreement to any third party. The rights of The Customer by virtue of this agreement are not capable of being assigned by The Customer without the prior written consent of The Company.

No forbearance or delay by The Company in enforcing any of its rights hereunder shall affect or prejudice such rights and shall not amount to a waiver and no waiver by the Company of a breach of The Customer’s obligations hereunder shall amount to a waiver of any subsequent or continuing breach thereof.

The Company shall not be liable for any delay or failure in carrying out its obligations caused wholly or in part by an act of God, governmental action, delay in transportation, labour disputes or disturbances, fire, flood, war, accident, subcontractor and supplier delays or any other cause whatsoever beyond The Company’s control or that of its servants or agents.

This agreement shall be governed by and construed in accordance with English law and the Customer agrees to submit to the jurisdiction of the English Courts.