1.Start Of Agreement and Its Length

This Agreement starts on the Acceptance Date, and it will last for a minimum period of five years or for such other Initial Term as is agreed and set out in the Sale & Service Agreement in writing.

2.Installations and Training

2.1 As agreed and listed in Sale & Service Agreement we will install and configure the Equipment, copiers, printers and other multifunctional devices (“Devices”) which copy, scan, process, make or create hard or electronic Pages of any type of document, whether printing, storage or electronic transmission (“Pages”) at the Installation Address for your use and provide training covering the basic functions and features of the Device{s}, we will also install and configure the Software and licences (“Software”) at the Installation Address for your use and provide training covering the basic functions and features of the Software within two weeks of the Acceptance Date. Any further training required will be chargeable in accordance with clause 4.16 below.

2.2 You must ensure that suitable conditions and enough working network and power points are ready and available at the Installation Address. Where this is not the case an additional charge will be made. The amount of which will be notified to you {If reasonably practicable} prior to and in any event within 14 days of installation of the devices. Installations involving more than five (5) personal computers and/or installation of the network drivers on more than one (1) LAN will incur additional installation time and will be chargeable at our then current technician rates. Time of installation and configuration of Devices is not of the essence of this Agreement, and we will not be liable for any direct, indirect, or consequential loss due to late installation and/or configuration. Where a Device is connected to a computer system, training will be provided for a workstation operator. We can provide further training, configuration and calibration at our then current rates. Where your software is not compatible with a Device you must arrange for compatible software to be installed at your cost. You agree not to move or re-site any Device without notifying us in advance and obtaining our prior consent to it.

2.3 All Devices have a Page volume meter (“Meter”) In such a case the aggregate totals of Pages taken or derived from that Device (“Monthly/Quarterly Page Volume”) will be taken from the Meter either manually or by an automatic notification e-mail (“Notification E-mail”) sent to us by that Device. You agree that this Agreement gives us your permission to enter onto your premises for the purpose of reading the Meter and your permission for us to use your mail server for the purpose of sending Notification E-mails.

3. Service

3.1 We will provide routine maintenance and repair (“Services”) to the Devices between 9am and 5pm (Monday to Friday not including Bank Holidays) which are our working hours. If we are supplying Toner under this Agreement, it will be delivered to you within a reasonable time of your request during our working hours. We may make a delivery charge for this delivery. You may buy all other consumables from us for various additional charges. If you do not meet any of your obligations of this Agreement on time, we are entitled at our discretion to either suspend Services or not deliver the supplied Toner, or forthwith end the Agreement.

3.2 If you request us during our working hours to service Devices that have broken down, we will endeavour to respond:

(i) Within 4 working hours for all Colour Devices able to produce 35 Pages or more per minute and for all Mono Devices that can produce 50 mono Pages or more per minute.

(ii) Within 8 working hours for those Colour Devices able to produce up to 34 Pages per minute and for all Mono Devices that can produce up to 49 Pages per minute; and

(iii) Within 8 working hours for all other Devices, device Controllers and scanning peripherals.

3.3 We undertake to exercise reasonable care and skill in providing the Services to you.

4. Agreed Charges

4.1 The charge for a standard delivery and installation for each Device described in our service contract is £275 (plus VAT) and will be payable as standard and invoiced within two weeks of the Acceptance Date. An administration fee of £85 (plus VAT) will be charged for the setting up of this Agreement.

4.2 Separately, the installation and maintenance of Device Accessories, Device Controllers Scanning Peripherals and/or Software will incur extra charges at our current rates as described on the front page.

4.3 The charge for a data security cleanse as required under the 2018 GDPR Regulations (the removal of all client data from a Device hard drive) for each Device of £200 (plus VAT) will be payable as standard at the termination of this Agreement for whatever reason. Blackbox Document Solutions will provide a certificate of completion for this.

4.4 Where a Blackbox Document Solutions Sale or a Blackbox Document Solutions Internal Rental has been selected, you must pay the respective Agreed Sale Price and/or Internal Rental (except in the case of third-party leasing arrangements)

4.5 You must pay a charge for each mono and colour Page in the Monthly Page Volume (‘Cost Per Page’) for each and all of the separate uses of each Device or their process creating, copying, printing or storing a Page or scanning into a fax transmission (whether it actually copies, scans, prints or stores electronically or fails to do so when operated through no fault of the Device) together with the Monthly IT Maintenance charge overleaf for each quarter of that Payment Period.

4.6 You agree that the Mono Monthly Page Volume and the Colour Monthly Page Volume described and signed for are the minimum number of Pages for which you must pay each month. You agree that, on each anniversary of the start date of this contract, the Monthly Page Volume shown will be reviewed and adjusted, up or down, to reflect the average actual number of Pages produced per month in the preceding twelve months. This revised Monthly Page Volume will be the minimum number of Pages for which you must pay each month for the next twelve months.

4.7 Scanning: Where our multifunctional device/s are being predominantly used for scanning we will charge a “cost per scan” to cover the increased wear in the document feeder and associated parts, this will be charged at 50% of the mono “cost per page” charge. The number of scans to be charged for will be calculated using the Total Scan Counter less 120% of the Total Page Counter. (For mono & colour)

4.8 Where there is no Print & Scan Support charge levied at installation described then you agree that an additional charge of £25 (plus VAT) will first be due and payable 6 months from the date of this Agreement and monthly thereafter for each installed networked Device to cover software updates/service support.

4.9 The Monthly Page Volume will be taken from the Meters of Devices as described above and you will be invoiced accordingly.

4.10 Where no Monthly Page Volume applies you agree to pay for the number of Pages produced during that period at the agreed Cost Per Page subject to our minimum monthly usage charge of £30 (plus VAT) for each Device.

4.11 Our standard method for obtaining meter readings is via our remote monitoring service. You agree that if you request that the machines under this contract are not covered by our remote monitoring service, an additional charge of £10 per device per month shall be payable by you.

4.12 We may estimate the number of Pages taken in any Payment Period if we are unable to ascertain the exact number of Pages taken in that Payment Period by using the information about previous Pages taken. Such an estimate shall be binding on you subject to our being able to subsequently determine the exact number of Pages taken.

4.13 You must pay all the agreed Additional charges described for each Payment Period for Non-Metered Products and Software in advance.

4.14 The Mono and Colour Cost Per Page is based on each page to A4 width (210mm). Larger Pages will be charged as two Pages. We will compare the number of Pages you have printed or copied with the Mono and Colour Monthly Page Volume charged in that Payment Period at the end or every Payment Period and we will charge the current Cost Per Page for any extra Pages taken. At the end of every Payment Period or later we will charge you for Toner supplied in excess of the consumption relating to the number of Pages charged for in that Payment Period.

4.15 Toner Consumption is calculated by using the manufacturer’s recommended yield of each mono & colour cartridge based on a coverage of 5% per colour.

4.16 Where you change any toner cartridges, which still have more than 5% toner remaining, as measured by our remote monitoring service, you agree to be charged for the unused toner.

4.17 At any time following the installation of Device(s) by Blackbox Document Solutions, if you request that we store any equipment for you, you agree you will be charged the fee of £15 (plus VAT) per item of equipment/machine per week which will be invoiced on a monthly in arrears basis. Where at your request we store equipment/machine on behalf of a third party until your previous lease obligations have been settled, the equipment/machine will be stored free of charge for a maximum of 90 days from the day of the storage commencement. After this 90-day period, you will be charged and agree to pay the fee of £15 (plus VAT) per item of equipment/machine per week which will be invoiced on a monthly in arrears basis. If such equipment/machine is not removed from storage within 180 days after its commencement you agree that we shall be entitled to deliver the same to you (or any relevant third party) at any time and that you will fully reimburse us all reasonable expenditure, we thereby incur.

4.18 Following the initial basic training provided upon installation of the Equipment and/or Software, any further training shall be charged at our prevailing standard hourly rate. You shall be informed of the standard hourly rate for training prior to confirming the session.

4.19 If requested Blackbox Document Solutions will provide you with the contact details of an authorised Environmental collection provider.

5.Invoices and Payment

5.1 All our invoices must be paid by you without any deduction byway of set-off, counterclaim or otherwise within 30 days of our invoice date (except in the case of a Blackbox Document Solutions Sale where payment is required within 14 days of our invoice date). Our standard collection method is direct debit. If you opt to pay by another method an additional charge of £10 (plus VAT) will be added to the outstanding invoice payable and will be due at the same date

5. We separately reserve the right to claim the interest under the late Payment of Commercial Debts (interest) Act 1998. In addition to interest, in order to cover our expenses incurred, in the case of late payment, where you fail to pay any invoice that must be paid by you within the due date of the invoice, we reserve the right to charge you a fee of £25 (plus VAT) for each such invoice. We separately reserve the right to charge you for re-invoicing in the case of late payment at a fee of £25 (plus VAT) for each invoice. Should we receive payment in the form of a cheque from you which is returned or refused payment by your bankers you agree we shall be entitled to charge you the sum of £25 (plus VAT) on each occasion if you do not pay on time we may, at our sole discretion, stop providing the Services and/or delivering Toner or we may end this Agreement forthwith without notice and Clause 12 will apply. All payments payable to us under this Agreement shall become due immediately upon it ending for any reason despite any other provision. This shall not affect any of our other rights. VAT is payable on all payments due to us.

6.Annual Price Increases

6.Annual Price Increases

6.1 You agree that we are entitled to increase the Cost Per Page (being either the standard Mono Cost Per Page or the Standard Colour Cost Per Page as set out under “Metered Charges”) Internal Rental charge, Print, Scan Support charge and all other periodic charges by the relevant price increase in the Retail Price Index + 5% or 15%, whichever is the greater twice per year, to cover increases in our business costs. If for reasons beyond our control the price we pay for spare parts for the Devices and Toner is increased by more than 15% we are entitled to pass the increases onto you. You may end this agreement on 30 days’ notice in the event we make larger increases than the rates above by writing to us within 30 days of our first invoice containing the increased price. In such case, Clause 12 will apply on termination.

7.Risk / Title

7.1 All Devices are at your risk from the time of delivery. Ownership of the Devices shall not pass to you at any time save for any sale of Devices as a Blackbox Document Solutions Sale in respect of which we have received in full all sums due and all other, sums which are or would become due from you to us on any account. In respect of Devices and any Toner in which legal ownership has not passed to you, you shall:

(i) Hold them on a fiduciary basis only.

(ii} Store them so that they are identifiable as belonging to us;

(iii) Maintain them in a satisfactory condition and.

(iv) Keep them insured on our behalf for their full price against all risks to our reasonable satisfaction (and produce the policy of insurance to us if requested to do so).

7.2 You grant to us, our agents and employees an irrevocable licence at any time to enter any premises where any Devices or Toner in which ownership has not passed to you is or may be stored in order to inspect, repair, service or recover them.

7.3 This Clause 7 shall not apply in the case of a Blackbox Document Solutions Internal Rental with a third-party leasing agreement to the extent that risk and title are governed by such agreement.

8.Blackbox Document Solutions Warranties

8 We warrant to the Customer that any Equipment that is purchased directly from Blackbox by the Customer will be free from defects of workmanship and materials. We undertake to, and the Customer agrees, that;

8.1 We will not be liable for a breach of any warranty (implied or otherwise) unless we have received written notice of the breach or defect within 28 days of the time when you discover or ought to have discovered the breach or default.

8.2 You agree as pre-conditions to our liability for a claim under clause 8

1. a) We are to be given a reasonable opportunity of examining any Device which is the subject of any claim for breach of warranty; and
2. b) You will, at our request, make a claim to our satisfaction under any applicable warranty provided by the Device manufacturer.

8.3 We shall not be liable under this clause if;

1. a) You make any such further use of such Device after giving notice to us under this clause without our written consent; or
2. b) The defect was caused by your failure to follow our oral or written instructions as to the storage, commissioning, handling use, maintenance, correction of errors of the Device or good trade practice; or
3. c) You alter or repair the Device or attempt to do so without our written permission; or
4. d) You have installed (or have attempted to install) spare parts or replaceable items not approved by us in advance; or
5. e) A fault or defect arises through the Device’s connection to equipment not approved or supplied by us for that purpose; or
6. f) Software not Supplied by us has caused the Device to malfunction.

8.4 Our liability under this clause 8 shall be limited to repairing or replacing the defective Device (or the defective part of it) at our option.

9.Your Liability

9.1 Any indication, whether written or implied by your actions, that you do not intend to fulfil your obligations (including non-payment) under this Agreement will constitute a breach of this Agreement. If you breach this Agreement and if we (in our sole discretion) decide that this Agreement cannot continue this Agreement will end when we notify you of such decision and we will give you written notice of all our losses, charges and costs in accordance with this Agreement which must then be paid by you together with all amounts owed by you to us.

9.2  You agree to locate & use the equipment within the manufacturers guidelines and to only use manufacturer or Blackbox recommended materials to copy & print onto or to scan from. Failure to do so resulting in the need of repair will be chargeable at our prevailing rates for parts & technical work.

10.Exclusion and Restriction of Our Liability

10.1 All conditions, warranties and other terms implied by statute or common law {except the conditions implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982) are, to the full extent permitted by law excluded.

10.2 Nothing in this Agreement shall exclude our liability for our fraud or for death or personal injury arising from our negligence.

10.3 We shall not be liable for:

1. a) Loss or corruption of your data due to problems (whether known or unknown) with your computers, computer network, equipment, power supplies, your other hardware or the software you use, whether occurring at the time of installation. configuration or subsequently; or
2. b) Any and all of the following: i) pure economic loss; ii) loss of profit: iii) loss of revenue; iv) loss of business: v) liability incurred to third parties; and vi) damage to reputation or goodwill; and any claims for any other type of consequential loss (howsoever arising or caused) which arise out of or in connection with this Agreement
3. C) Any claims for any other type of consequential loss (howsoever arising or caused) which arise out of or in connection with this Agreement

10.4 Our total aggregate liability in respect of damage to you or your property caused by our negligence, breach of this agreement, breach of any statutory duty, misrepresentation or otherwise, howsoever caused and howsoever arising in connection with this Agreement, the performance or contemplated performance or of non-compliance with this Agreement or by any inbuilt hidden fault in the parts or Device (including software) supplied by us is limited to the Agreed Sale Price, as prescribed overleaf in the case of a Blackbox Document Solutions Agreed Sale.

10.5 We and you agree that Clauses 7, 8, 9 and 10 are reasonable in all the circumstances surrounding this Agreement, our contemplated transactions and your day-to-day operation and control of the Devices have been taken into account in setting the level of the charges and the limit of our liability.

11.Termination

11.1 Subject 10 clauses 2.4 and 5 and to any third-party terms and conditions in the case of a Blackbox Document Solutions Internal Rental as described overleaf, this Agreement will end on the expiry of the Initial Term of the Agreement as described overleaf provided one of us has given the other at least three (3) months’ written notice to the other that it is to end on such expiry date. If you wish this Agreement to end at the end of the Initial Term of the Agreement, we must receive your written notice of that at least three (3) months before then.

11.2 If no such written termination notice is served by either party then we agree that this Agreement will continue after the end of the Period of Agreement in full force and effect for a further period of twenty four (24) months from the end of the Period of Agreement and that consequently either party is then required to give the other at least three (3) months written notice that it is to expire, such expiry only to occur on such twenty four (24) month anniversary date. This continuation shall continue on a rolling basis until terminated on an anniversary date by the expiry of at least three (3) months written notice served by one of us upon the other in accordance with the terms of this Agreement Where so extended, the Period of Agreement is agreed to be extended for that period of time.

11.3 If any of the following things happen your right to possession of the Devices and any Toner in which ownership has not passed to you shall terminate immediately and in addition we will be entitled to immediately terminate this Agreement (and we shall be entitled to promptly recover any Devices the subject of this Agreement and to charge and to be paid all the termination payments as calculated and described in clause 12):

(i) You have a bankruptcy order made against you or are insolvent.

(ii) You enter into liquidation (whether voluntary or compulsory).

(iii) You make an arrangement with your creditors.

(iv) You have an administrator, administrative receiver or any other receiver or manager appointed over any of your assets.

(v) You have any bill of exchange cheque or other negotiable instrument drawn by you in

our favour dishonoured on presentation for payment.

11.4 We also have the right to terminate immediately (and we shall be entitled to promptly recover any Devices the subject of this Agreement and to charge and to be paid all payments as calculated and described in clause 12) if:

(i) You enter a solvent voluntary liquidation for the purpose of reconstruction of amalgamation; or

(ii) You receive a written demand from us to pay sums owed to us that are overdue; or

(iii) You are in material breach of this Agreement and fail to fully remedy that breach with seven (7) days of our serving a notice on you to do so; or

(iv) You cause us loss or damage by your negligent acts or omissions; or

(v) If you move a Device to a different address without our consent or otherwise not in accordance with our instructions.

11.5 If, in our reasonable opinion, there is a substantial reduction at any time in your average Monthly/Quarterly Page Volume over a period of two (2) quarters or longer when compared to your average Monthly/Quarterly Page Volume since the start of this Agreement or as stated overleaf (being a reduction exceeding 20% from such earlier, average Monthly/Quarterly Page Volume), then you agree that we shall have the right to terminate all or part of this Agreement after the expiry of a written notice of at least seven (7) days to terminate served by us to you. In such circumstances, you agree it is fair and reasonable that we shall be entitled to promptly recover all Devices that are the subject of this Agreement and to charge and be paid all the termination payments as calculated and described in Clause 12. Each method of the calculations described in Clauses 12.1 and 12.2 shall be undertaken by reference to and based on the sums paid or payable by you to us in the period up until the start date of what we have detected to be the substantial reduction in average Monthly/Quarterly Page Volume. The termination payment due shall be calculated from that date.

12.Consequences of Termination

12.1 On termination of this Agreement at any time, all due to us then outstanding under this Agreement and any interest due on such sums shall become immediately due and payable to us.

12.2 If either we or you terminate this Agreement pursuant to or in accordance with clause 11 (or prior to the expiry of any agreed extended Period of Agreement described in clause 11.1) it is agreed you will pay to us not only the remaining Blackbox Document Solutions Business Internal Rental payments and all other periodic charges (if any) but also what you and we now agree is a reasonable and genuine estimate as at the date of the Agreement of what our loss will be, as calculated by reference to anticipated Monthly/Quarterly Page Volumes over the remaining period of this Agreement in the event of an early termination. Accordingly, on termination subject to Clause 11 you will be liable to pay to us;

The greater of:

(i)         The sums which would have been payable to us during the remainder of the Period of Agreement (including any increase on the anniversary of this Agreement asset out in Clause 6 above) calculated by reference to both the Mono and Colour, Monthly/Quarterly Page Volumes described overleaf then less 20%; or

(ii)        The actual number of Pages processed:

(A) {Where more than 12 months have elapsed since the Acceptance Date} in any quarter during the 12 months preceding the date of the written notice of termination (which we in our discretion decide) multiplied by the Cost Per Page multiplied by total number of whole or partial Months remaining in the Period of Agreement and then less 20%; or

(B) {Where less than 12 months has elapsed since the Acceptance Date} in any month preceding the date of the written notice of termination (which we in our discretion decide) multiplied by the Cost Per Page multiplied by the number of whole or partial Months remaining in the Period of Agreement and then 20%; or

(C)The average invoice value for the 12 months preceding the notice of termination less 20%

12.3 In the case of either a Blackbox Document Solutions Internal Rental or a Finance Rental Agreement via one of our finance partners, at the end of this Agreement or where this Agreement is terminated by either party you will be additionally charged an administration fee of £495 (plus VAT) and for the collection of any Device at a cost of £250 (plus VAT) per Device.

13.No Transfers

13.1 Your rights and obligations under this Agreement cannot and must not be transferred by you without obtaining our prior written approval. We reserve the right to transfer or delegate any or all our rights and obligations under this Agreement.

14.Force Majeure

14.1 We will not be liable for any failure to fulfil any terms or any transaction under this Agreement if fulfilment has been delayed, hindered, or prevented by any circumstances, which are not within our reasonable control.

15.General Terms

15.1 This Agreement is the entire agreement between you and us. It is subject to the laws of England and Wales and the exclusive jurisdiction of the English High courts. If any term of this Agreement is found by a relevant court or tribunal to be wholly or partly illegal, void, invalid, voidable, unenforceable, or unreasonable and it is deemed not to form part of this Agreement then the rest of the terms of this Agreement will continue in full force and effect. We agree that neither of us is entering this Agreement based or relying on any representation, assurance, or statement (or lack thereof) except as is set out in this Agreement. Any failure or delay by us in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of our rights under this Agreement. Any waiver by us of any breach of, or default under any provision of this Agreement by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement. This Agreement applies to all Devices individually so that should any single Device fail, the rights and liabilities in respect of other Devices will not be affected. Any breakdown, theft, loss, destruction of, or damage to any Devices will not affect your obligations under this Agreement, which will continue.

15.2 Subject to Clause 13 the parties do not intend that any term of this Agreement shall be enforceable due to the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.3 All notices under this Agreement must be either in writing or by Email.

If in writing the need to be delivered by hand or sent by post to the other party’s address. The address will be as stated in this Agreement or, for a limited company, its registered office, or the last known address of the other party. A notice will be deemed to be delivered on the date it was delivered by hand or 24 hours later if posted.

If by Email then notice needs to be sent to either the Managing Directors Email (colin@blackbox-solutions.co.uk) or to our general contact Email (info@blackbox-solutions.co.uk).