Agreement Terms and Conditions
In these terms and conditions the “You” and “Your” are used to refer to the Customers and “We” “Us” and “Our” refer to Technodocs Limited
1. THE AGREEMENT
This Service Agreement sets out the entire agreement between You, the Customer, and Us, the service provider and it shall not be varied by any oral Agreement or representations unless they are in writing and signed by one of our registered Directors. Under this Agreement We agree to maintain and repair the Equipment at the Address the Equipment is located at, in consideration of You paying our charges and fulfilling all of Your other obligations.
2. YOUR OBLIGATIONS
2. 1 As long as this Agreement lasts You must:
(a) Appoint a principal operator who shall be responsible for receiving initial training on the Equipment and thereafter for ensuring that the Equipment is operated in accordance with our recommendations and those of the manufacturer and that all consumables of whatever kind required in operating the Equipment shall be original manufacturer branded or of a type recommended by Us;
(b) Make all payment in full and on time
(c) Not move the Equipment or make any changes to it without our prior written consent;
(d) Subject to clause 2.2 not deal with the benefit of this Agreement in any way;
(e) Comply with all other requirements as set out in this Agreement;
(f) Return all unused toner to Us when this Agreement ends.
2.2 Notwithstanding clause 2.1(d) We acknowledge and agree that Your direct and indirect holding companies and subsidiaries are entitled to use the Equipment. “Holding companies” and “subsidiaries” shall have the meaning given in the Companies Act 2006 (as may be amended from time to time).
3. MAINTENANCE AND REPAIRS
(a) We shall carry out routine service and maintenance to the Equipment using the manufacturers services and in accordance with manufacturers recommendations during our normal working hours (8.30 a.m. and 5.00 p.m. Monday to Friday excluding public holidays). We will use our best endeavors to ensure that no longer than 8 normal working hours elapse between Your request for maintenance or repair and when the engineer arrives at the Equipment location address. The maintenance service includes all labour and spare parts (to be genuine manufacturers parts), however, We shall be entitled to make charges if a request is made for maintenance or repair:
(i) Outside normal working hours, or
(ii) Following the equipment being misused or the use of consumables or Printing material not approved by Us or the Equipment manufacturer, or:
(iii) As a result of negligence on Your part or operator error or defects in the operating environment, or
(iv) Where the equipment is found to have no material fault.
(b) All consumables are supplied by Us and are included in the Cost per Copy except paper and staples which You may purchase from us for an additional charge (such charges to be notified to You in advance and subject to the agreement in writing between the Parties).
(c) If you do not meet all Your obligations contained within this Agreement on time and subsequently fail to perform those obligations within 14 days of receipt of written notice from Us to do so then without prejudice to any other of our rights We shall on expiry of that 14 day period be at liberty to suspend all services, maintenance, repairs and supplies, or We may end this Agreement.
(d) If you wish to change the Equipment Location Address You must notify Us as soon as reasonably practicable in advance of any such change taking effect and where the new Equipment Location Address is not within mainland England, Scotland or Wales We shall have the rights at our discretion (a) to increase our charges by a reasonable amount (b) to terminate this Agreement.
(e) We shall not be obliged to undertake any service or repairs to any Equipment that may reasonably be regarded as beyond economical repairs. After the Minimum Period We reserve the right to charge for parts at our standard rates or You shall pay a parts warranty chargeable at £30 per quarter for the first machine and £10 for each machine thereafter. If this agreement is for equipment not supplied by us then we reserve the right to charge for any parts that are required for the first six months of the minimum term regardless of any other term in this agreement.
(f) The “Payment Period” of this agreement shall be quarterly unless varied in your written service agreement or subsequently varied by US and YOU in writing.
(g) We shall perform the service, maintenance and any other works under this Agreement with the degree of skill, care and foresight which would reasonably and ordinarily be expected from a skilled, prudent and experienced supplier engaged in the same type of undertaking and the same or similar conditions using the best techniques and procedures available and to a high professional standard including any applicable standards set by professional associations and/or applicable non- governmental standard and with all applicable laws (including without limitation the Bribery Act 2010).
(h) Any machines that exceed the manufacturers guidelines for use including the number of copies, as defined in section 4 below, may at our discretion, either be excluded from this contract or be treated as a default with 14 days written notice.
(i) Any equipment that is added to a machine which is specialist, by example a fiery, will be serviced by US inclusive of parts whilst in the manufacturers guarantee. After the expiry of the manufacturers guarantee, parts may be replaced at an additional charge.
4. CHARGES AND PAYMENTS
We may invoice You on the first day of each Payment Period. The first Payment Period starts on the Acceptance Date or the date of delivery of the Equipment, if later. You shall pay our invoice by Direct Debit within 14 days of the date of our invoice. You must pay our charges even if You choose not to use or are not in a position to use the Equipment. Should you choose not to pay by Direct Debit or fail to do so for what ever reason we shall charge an additional £45+ Vat for each invoice to cover our administrative costs.
During each Payment Period You can make the number of Mono Copies, and if the device facilitates, Colour Copies/Prints as specified in your written contract without incurring additional charges. If additional Copies and/or Prints are made over and above the number specified, You shall pay for them at the specified charge. A Copy is a single sided A4 print, copy, list, scan or inbound fax. A3 size copies will count as 2 copies.
We will calculate the number of Copies/Prints made by the Equipment during each Payment Period, either from the meter readings taken by You or by Us during the Payment Period, or from previous readings, alternatively in the absence of an accurate meter reading, We may estimate readings and make any adjustments in subsequent charges. In the event that the Total Minimum Payment per Payment Period should be less than the equivalent of £30.00 per month plus VAT per machine or should there be no Total Minimum Payment per Payment Period, We shall be at liberty to apply a Minimum Charge equivalent to £30.00 per month plus VAT per machine. Where toner is supplied under the terms and conditions of this Agreement, the cost per page includes the supply of toner necessary to produce Copies or Prints on the Equipment to yield an overall average image coverage of 6% on black and colour pages, we reserve the right to apply a reasonable charge for toner usage where consumption is above these levels.
Should you use our software to monitor your devices then we may charge for the software’s use £5.00 per month to cover license fees and upgrades. Should you choose not to use the software then you will be responsible for ordering toner and supplying counter readings. If you do not do so prior to the billing period as required then we shall estimate your usage as appropriate.
Environmental Recycling Service is offered to clients who wish to use it. At the time of signing this agreement the charges are £7.50 per month for the first machine covered and £3.50 for each additional machine thereafter. One box will be supplied and additional boxes are charged at £5.00 if requested. These charges may increase from time to time as published on our web site – www.technodocs.co.uk/serviceterms. You may terminate this service at any time by giving us 30 days’ written notice.
We may increase our charges under normal circumstances. Such increases may not be more than 10% but if for reasons beyond our control the price we pay for spare parts and supplies for the equipment is increased by more than 10% We may pass these increase on to You. In addition, if toners are supplied to you via currier we reserve the right to charge for the cost of delivery in the future. At the time of signing this contract those costs are £5 per delivery.
All payments must be made in full and on time. In any instance where Our invoice is not paid by Direct Debit they must be paid within 14 days of the date of invoice. We shall be entitled to charge interest at the rate of 2.5% per month on all overdue amounts or as provided in late payment legislation, whichever shall be the greater, and compensation or other remedies as may be allowed in late payment legislation.
5. DEFAULT
5.1 We may end this Agreement immediately by written notice, at any time, if:
(a) You do not make payments on time or do not carry out Your Obligations under this Agreement and fail to make such payments or perform such obligations within 14 days of receiving a written notice from Us requiring you to do so, or:
(b) You are unable to pay Your debts, You go into bankruptcy, liquidation or have a receiver appointed over substantially all of Your assets which has not been discharged within 14 days.
5.2 You may end this Agreement immediately, by written notice if We commit a material or persistent breach of Our obligations hereunder provided that (if such breach is capable of remedy) such breach has not been remedied within 14 (fourteen) days from the date of receipt of a written notice from You to do so. On termination under this clause 5.2 clause 7 shall not apply.
6. DURATION AND TERMINATION
This Agreement will commence on the Acceptance Date or the date of installation of the Equipment if later. It will continue for the Minimum Period and from then or until it is ended as provided for within this Agreement. Should no Minimum Period be specified then this Agreement will default to a duration of seventy-two months from the start of this Agreement.
Either of Us may end this Agreement by giving the other not less than 3 (three) months prior notice in writing such notice to expire at the end of the Minimum Period or at the end of any subsequent 12 (twelve) month period thereafter this will then be the contract end date. We may end this Agreement immediately if You are in default of Your obligations and have failed to remedy such default within 14 days of receiving notice from Us (see clause 5 and 6).
7. REMEDIES
If We end this Agreement because of Your default, or if You wish to terminate this Agreement before the end of the Minimum Period You will have to pay Us the total of the following:
(a) Any charges, interest or other monies that you owe Us; plus
(b) Our reasonable costs associated with collecting the charges, interest or other monies that You owe plus;
(c) Cost of collection of devices as specified in clause 11 below
(d) Compensation for agreed loss of profit. This will be an amount equal to the total of our Charges You would have paid for the rest of the Minimum Period or until the contract end date calculated by reference to the prevailing Total Minimum Payment or should the Total Minimum Payment during the preceding twelve months have been exceeded by the average quarterly payment actually due and payable, less a discount to reflect the savings We would make by not having to provide service. You recognise and accept that a fair and reasonable estimate for these savings amounts to 20% and such percentage shall be deducted from the amount payable under the provisions on this clause. Should your service contract up until the end of the Minimum Period have copies included any period beyond that will have copies charged at the rate stated in your agreement as Cost per Extra Copies including when calculating compensation.
8. LIABILITY
Under no circumstances shall We be liable to You or any third party for indirect or consequential damage or loss howsoever arising. Our total liability to You whether for negligence, breach of contract, misrepresentation or otherwise shall not (save only for liability for death or personal injury caused by our negligence) in respect of any single occurrence or series of occurrences exceed four time the cost of the equipment maintained (for the purposes of this clause cost shall be the cost paid to the manufacturer at the time of purchase).
9. FORCE MAJEURE
Neither of Us shall be liable for delaying our obligations under this Agreement due to strikes, blockades, terrorism, wars, revolutions, fires, floods, explosions, earthquakes, government regulations or orders of any other cause including the obtaining of replacement parts, beyond our reasonable control.
10. CONNECTIVITY TERMS AND CONDITIONS
In the event that the Equipment is or is to be connected to Your computer network subject to the satisfactory completion of our Network Site Survey We will carry out all necessary installations and will for a period of 90 days after the date of installation provide Support without additional charge. Unless within the 90 days’ period after the date of installation You notify us in writing that You do not wish Us to continue to provide support We will thereafter provide support at our prevailing rate of charges as published on our web site from time to time – www.technodocs.co.uk/serviceterms. You may terminate this service at any time by giving us 30 days’ written notice.
11. MISCELLANEOUS
No representation, term or condition not set out in this Agreement or any variation to these printed terms and conditions shall bind Us except where made in writing and signed by one of our registered Directors. Failure by Us to exercise or enforce any rights under this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar its exercise or enforcement at any time or times thereafter. Technodocs Limited have no liability whatsoever in respect of any third party settlements or early repayment penalties outside of this contract. It is Your responsibility to ensure that any third party associated costs are settled outside of this contract. You may not assign this Agreement in whole or in part without Our prior written consent. We may assign all or any of our rights, and may sub-contract or delegate all or any of our obligations. If you are a partnership the liability of all partners shall be joint and several.
You will be liable for any damage to the Equipment caused by either misuse or negligence, outside of normal wear and tear. This is applicable at any point outside of Us handling the Equipment. This could include water damage, vandalism or any other acts. If you do not comply with this, we reserve the right to pass on charges to make the necessary repairs or replacement as a result.
These terms may be varied from time to time as as published on our web site – www.technodocs.co.uk/serviceterms.
Any notice referred to in this agreement should be confirmed in writing to the companies registered office at Unit 5, H2O, Lakeview Drive, Sherwood Business Park, Nottingham, NG15 0DT by registered post.
If at any time one or more of the provisions under this Agreement becomes invalid, illegal or unenforceable in any respect the validity, legality and enforce ability of the remaining provisions shall not in any way be affected or impaired thereby. Except where otherwise provided in this Agreement, any notice or consent to be given under this Agreement shall be in writing and shall be delivered personally or sent by recorded delivery to the other party of the address shown overleaf (or such addresses as may be notified in writing from time to time). Should You be deemed to not be using the Equipment for all of its intents and purposes, whereby the usage and readings fall below 25% of the last twelve months average use, then we may cancel the contract under clause 5 and 6. If after the first 12 months of the Minimum Term, Your usage (based on meter readings) in two consecutive Payment Periods falls below 25% of the average use in the preceding 12 month period, we may cancel the contract under clause 5 and 6. On termination of this Agreement, each item that has either been leased, rented or on any kind of plan may be collected by Us at a charge of £350.00 unless replacement Equipment is being provided. However, you may also make arrangements to deliver the equipment back to us at your own expense and insurance. This Agreement shall be governed by and construed in all respects in accordance with English law and We both agree to submit to the jurisdiction of the English Courts.
In the event of any conflicts between these terms and conditions and those signed by YOU and US then the written signed terms will take precedence.
Networking Charges
Our Networking charges may change from time to time. Our current charge is shown in the actual calendar year and for reference we have published our previous year charges. The charges for next year at the point you are reading them are indicative and may be changed at anytime leading up to that year.
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Monthly Charges | £30 | £30 | £33 | £33 | £39 |
What is the network charge for?
First, let us point you to clause 10 in your service agreement. The first 90 days of your service contract with us, network support is completely free. We will engage where ever we can to help you set up your machine to work with your infrastructure.
So as to what it is and what it covers. The best way of approaching this is to say that the service cover you have on your machine covers the device for breakdowns through wear and tear or breakages and occasionally the odd paperclip. Additionally, of course, the toner that you use.
These machines are however quite sophisticated and sit on your company’s network. Our service support does not cover your network. So, people may from time to time change their email supplier from say 1&1 to Office 365, they may move the machine onto another domain or simply cause it to have another IP address. All of these events are not breakages on the machines or caused by the machine but by the company or its users. Because of these changes the machine may need to be reconfigured. That is what the network charge covers. It means you can ring and say the machine has stopped sending emails which often means you have changed something and now the machine cannot send email. Its not broken it just no longer can see its way out on your network.
We cannot cover the cost of sending someone to reconfigure the machine if a client has changed things causing the machine not to work. These things are sometimes difficult and lengthy to configure as a lot of clients don’t exactly know what’s been done and don’t have access to passwords and routing information. So rather than send a bill based on time we charge a notional figure each quarter to cover that eventuality.
You can give notice to the charge but please be aware calls relating to call outs not relating to the device will be charged at an hourly rate (see below).
If you wish to give notice, please do so in writing to the Administrative Officer, Unit 5, H2O, Lakeview Drive, Sherwood Business Park, Nottingham, NG15 0DT, giving 30 days notice.
To be clear this cover is not IT cover and if as a result of say an IT failure such as a router, a managed switch, power failure that is something your IT provider needs to address. Should you want cover of that nature we are happy to talk to you and quote you depending on your requirements.
Maintenance and Repair Charges
| 2020 | 2021 | 2022 | 2023 | 2024 | Day | |
|---|---|---|---|---|---|---|
| First Hour Charge | £169 | £169 | £189 | £189 | £189 | £895 |
| Subsequent Hourly Charge | £100 | £125 | £145 | £145 | £145 | — |
From time to time we are called to repairs that are not due to ware and tare or mechanical breakdown as per clause 3(a) above. In that event the charges above will apply.
Professional Services
| 1/2 Day | Day | |
|---|---|---|
| Cost | £650 | £1038 |
Environmental Toner Recycling
| One Machine | Additional Machine | Additional Box | |
|---|---|---|---|
| Cost | £7.50 per Mth | £3.50 per Mth | £5.00 delivery |
The costs above are for an optional service to dispose of waste toner. The charge is monthly per machine. You will be charged for multiple machines as above and you can have additional boxes to locate on say different floors and the only cost for this is delivery. You must have at least one machine leased, hired or purchased from Technodocs Limited to use this service. Should the service be used for additional machines not supplied by us we reserve the right to increase the costs accordingly. All certificates of disposal are issued by a third party and are done so at your liability and you should verify the veracity of such certificates to your own satisfaction. We have done our upmost to do so and believe at the time of offering this service that they meet all of the required standards. Any additional boxes required for a secondary location will be charged at a delivery charge above and subject to the same rental above. Charges for the disposal of machines will be quoted on an individual basis.
Excess Toner and Scan Charges
You have asked about additional charges on your invoice, what are they, what does it cover and why is it charged.
First, let us point you to clause 4 paragraph 3 in your service agreement. This explains that your cost per copy charges (CPC) are calculated on toner coverage of 6%. This is the amount of toner used in producing the image on a piece of paper. Clearly if you print a picture which is of the sea and sky then you will use more toner than if you print a letter to a client saying thank you for your order. The industry standard is that you will use 5% coverage, but our contract says 6%.
If you cannot find a copy of your service terms we always keep a copy on our website at https://technodocs.co.uk/serviceterms/.
Each machine will calculate the toner coverage and record it in the MIB (Management Information Base) and we work with that figure which is as accurate as possible when calculating the usage. We then represent it on your service bill. (See a copy of your bill)
The table shows the actual yields reported by the machine under the ‘ACTUAL’ column and then shows the chargeable percentage in the column ‘COVERAGE’. We appreciate that from time to time people will print more than the norm, so we do not trigger a charge until the coverage used is twice the allowance. In this case 12%.
You can see from the example above that despite the actual coverage on black being 12% we have calculated the ’COVERAGE’ as zero and nothing is being charged. We therefore, consider that if we do charge it is reasonable to do so because it is twice the contractual limit, or more.
So, in the example above, we then say in the column ‘OVER’ that the machine shows we are 31% over the allowance and in the ‘EXCESS’ column we express that as the percentage increase in usage. So, if you had used 12% you would have used 100% more than the contracted rate 6%.
In the ‘RATE’ column we show the rate that you are currently charged for mono and colour and then in the ‘CPC’ (cost per copy) column we show a discounted rate that shows a charge for toner only, that does not include the calculation for breakdowns and parts but is multiplied by the percentage increase in usage (the ‘EXCESS’ figure).
Finally, we take the number of copies you have used in the billing period for either colour or mono and then multiply it by the newly calculated rate for that type.
So, we only charge if your usage is twice that of the contracted amount and when we do charge we discount the CPC rate so that you are only being charged for toner. This means that if you go slightly over in a billing period then it won’t affect you, but if it is excessive then we will charge as I am sure you see is fair. For some clients we calculate a standard CPC rate based on a higher estimated usage rate because we know they will be printing a large number of images. If you think that is appropriate for you please contact us as soon as possible.
The next thing that our table shows is the number of scans that a machine uses. Unless other wise agreed the purpose of the machine is as a copier or printer and this is the main function of the device. Your service CPC rate is calculated on that premise. Our terms and conditions say that we will charge per copy and a copy is defined as a single sided A4 print, copy, list, scan or inbound fax.
We do not charge for scans unless those scans have exceeded the number of prints plus copies done in the billing period. Once again, we discount the rate we charge for scans but there is an impact on a machine in wear and tear and if it is being used more as a scanner than a printer then we feel we are being reasonable in charging for it. We are not charging at the amount specified in the service contract as we feel we are being reasonable in only charging where usage is excessive.
If this is unclear or you wish to discuss this in relation to your service contract, then please contact us to discuss your concerns.
Paper Supplies
For some our clients we now supply A4 paper as part of their service agreement. The amount of paper supplied cannot exceed the number of copies and or prints made on the device. The paper is for use on the machines supplied by us and not for general use in the office environment. Additional paper can be supplied by arrangement and written quotation.
Automated Monitoring and Fault Finding Software
PIPs discovers all networked printers and MFP’s, providing real time information to enable fault finding and use of consumables such as toner. It enables alerts sent for consumables to be delivered through our system to order things like toner, reducing stock holding and monitoring on site, improving efficiency and increasing up times. The software retains all your data securely with unique user defined access, ensuring your data is your own.
| Rental | User Login | User Login and Reporting | |
|---|---|---|---|
| Cost | £3.50 per Mth | £5.00 per Mth | £6.50 per Mth |
Our scalable software offers everything from simple print auditing through to complete software integration and fulfillment across multiple
vendors. The intuitive interface runs in windows and enables you to set up schedules which are automated and viewed on a simple dashboard giving you the information when you need it without any of the effort. It elevates the need for staff to order toner and provide counter readings and enables a proactive maintenance of the machine based on metrics supplied to us.
Policy for School Visits
This guidance is intended to help Technodocs deal with schools, academies and colleges manage visitors in a way that ensures the safety of children and adults whilst on the school site. The responsibility for this lies with both Technodocs and the Head Teacher. It is based on Keeping Children Safe in Education 2019: The role of schools and college staff informs; All staff have a responsibility to provide a safe environment in which children can learn (KCSiE 2019-page 5 para 7)