Terms and conditions

1 Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions.

“Additional Services” means Netflo Print Support, Secureflo, any Emergency Maintenance and/or any Excluded Maintenance performed by the Supplier under the Agreement;
“Additional Services Fees” means (1) the fees payable in consideration of the provision of any Additional Services, which shall be calculated at the Additional Services Rates, (2) the Netflo Print Support Fee and (3) the Secureflo Fee;
“Additional Services Rates” means the current hourly rates of the Supplier’s personnel;
“Agreement” means each Contract as applicable, these Terms and Conditions and the Purchase/Lease Agreement (if any);
“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland when banks in Glasgow are open for business;
“Commencement Date” means the date on which the Supplier deems the Software Product to be operational or the Unified Communications to be active as applicable.
“Contract” means the Managed Print Contract, IT Contract and/or Telecommunications Contract all as specified on the Order Forms overleaf setting out the Services and/or Products to be supplied as amended or varied in accordance with these Terms and/or any subsequent Orders accepted by the Supplier;
“Charges” means the Fees, the Excess Fee and the Additional Services Fees together as applicable;
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services, who need to know the confidential information in question (“Representatives”) to the other party and that party’s Representatives in connection with the Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure;
“Consumables Box” means the branded box provided by the Supplier to be used to uplift recycling materials;
“Corrective Maintenance” means: (a) making any adjustments to the Maintained Equipment; and/or (b) replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Good Working Order, in accordance with clause 2.6.6;
“Critical Service Call” means a service call reserved for situations where the entire IT infrastructure of a Customer's organisation is down, resulting in a complete site outage or severe business disruption;
“Customer” means the party set out on the Order Form(s);
“Delivery Date” means for a Managed Print Contract the date the Customer takes delivery of the Maintained Equipment, for an IT Contract the date the Customer takes delivery of the Equipment or Products and for a Telecommunications Contract the date of installation of the Unified Communications;
“Emergency Maintenance” means in accordance with clause 2.6.4 and clause 2.6.5; (a) making any adjustments to the Maintained Equipment; or (b) replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Good Working Order,
“Endpoint” means in relation to an IT Contract, a device that has been added to the Supplier’s monitoring service, including user desktops, laptops and Customer servers and other IT hardware;
“Equipment” means the apparatus or equipment as so defined in the Contract
“Excluded Causes” means within a Managed Print Contract: (a) a defect in the manufacturer’s design of the Maintained Equipment; (b) faulty materials or workmanship in the manufacture of the Maintained Equipment; (c) use of the Maintained Equipment with computer equipment or materials not supplied or approved in writing by the Supplier; (d) any maintenance, alteration, modification or adjustment performed by persons other than the Supplier or its employees or agents unless approved by the Supplier in accordance with clause 4.1.6; (e) the Customer or a third party moving the Maintained Equipment; (f) the use of the Maintained Equipment in breach of any of the provisions of the agreement under which the Maintained Equipment was supplied; (g) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Maintained Equipment;(h) connecting additional products or other equipment to the Maintained Equipment; (i) a failure or malfunction in the air conditioning or other environmental controls required for the normal operation of the Maintained Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer; (j) the neglect or misuse of the Maintained Equipment; or (k) the cost of replacement parts(which can be supplied at their RRP) which are required more than 3 years (in the case of Maintained Equipment that was originally supplied as refurbished or used) and more than 5 years (in the case of Maintained Equipment that was originally supplied as new) after commencement of the Initial Period for such Maintained Equipment and within an IT Contract or Telecommunications Contract (a) the Equipment and/or Products has been subjected to unusual physical or electrical stress; (b) adjustment, repair, or parts replacement is required because of accident, neglect, misuse, improper programming, or failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use; (c) the Equipment or Products has been maintained or repaired, or if an attempt to repair or service the Equipment or Products has been made by someone other than the Supplier or person expressly authorised by it to do so; (d) the Equipment or Products are either removed from its initial installation location or is reinstalled without the prior written approval of the Supplier; (e)the Equipment or Products or any part of it, in the Supplier’s reasonable opinion, has reached the end of its useful life and (f) the Customer allows any person to access or tamper with the Supplier’s software on any Equipment or Products.
“Excluded IT Services” means in relation to any IT Contract (a) operating supplies or accessories including media such as tapes and disc packs; (b) electrical work external to the Equipment and other devices not specifically noted as part of the Services under the Contract; (c) verification that the Customer’s software licences are valid and current. Licensing of the Customer’s software remains the responsibility of the Customer; (d) prevention of any virus or similar problem entering or leaving the Equipment; (e) installation or maintenance of bespoke software.
“Excluded Maintenance” means any Services required to restore any malfunctioning or failed Equipment or Maintained Equipment to Good Working Order where the malfunction or failure results from or is caused by any of the Excluded Causes;
“Excess Fee” means for a Managed Print Contract the price per copy/print as set out in the Order Form multiplied by the number of copies/prints used;
“Fees” means the fees payable by the Customer for the provision of the Services/Products, as set out in the Order Forms and in these Terms (and for a Managed Print Contract including the Netflo Print Support Fee, Secureflo Fee and fees payable under clause 6.9.10);
“Good Working Order” means that the Equipment or Maintained Equipment operates in accordance with the Operating Manuals;
“High-Priority Service Call” means a service call designated for issues that significantly affect a single user, a department, or the entire organisation's operations, even if the entire site is not down.
“Initial Period” means for an IT Contract or Telecommunications Contract 3 years and for a Managed Print Contract 5 years or such other period as set out in the Order Form;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“IT Contract” means the contract for IT services as specified in the Order Form and as amended or varied in accordance with these Terms;
“IT Support” means assisting the Customer’s users with issues relating to any Endpoint;
“Location” means the location of the Unified Communications, Equipment, Supplier Equipment or Maintained Equipment at the Customer’s premises as set out on the Order Form, or any other location as may be agreed by the parties in writing from time to time;
“Lease Payments” means for a Managed Print Contract, Telecommunications Contract and an IT Contract, the total lease rental payments as set out on the Order Form for the Initial Period;
“Maintained Equipment” means the equipment specified in the Managed Print Contract;
“Maintenance Charge(s)” means the sum(s) payable by the Customer to the Supplier in return for the provision of the Services and payable at the intervals outlined in the Contract and as may be increased (or decreased) by the Supplier from time to time in accordance with these Terms;
“Maintenance Package” means the relevant level of Services as set out in the Contract as may be varied in accordance with these Terms;
“Managed Print Contract” means the contract for managed print services as specified in the Order Form and as amended or varied in accordance with these Terms;
“Neflo Print Support” means the provision of support to the Customer for all non-hardware related issues affecting the operation of printing and scanning. This includes network and server related issues such as permission access and password changes.
“Netflo Print Support Fee” means the fee payable by the Customer for the provision of Netflo Print Support, of £75 per quarter (pro rated for any shorter period);
“Network” means the telecommunications network supporting or used to provide the Unified Communication;
“Network Supplier” means the third party supplier/operator who provides the Network;
“Normal Business Hours” means 8.30 am to 5.00 pm on a Business Day;
“OFCOM Regulations” means the OFCOM General Conditions;
“Operating Manuals” means all operating manuals, specifications and other manufacturer documentation relating to the Equipment or Maintained Equipment.
“Order Form” means the order form between the Customer and Supplier for a Contract which refersto these Terms and Conditions;
“Pre-Delivery Inspection Fee” means a fee of £150 per Maintained Equipment where it is deemed an office device, and £300.00 per Maintained Equipment where it is deemed a production print device, for the configuration of the Maintained Equipment prior to delivery;
“Preventative Maintenance” means: (a) testing that the Maintained Equipment is functional; and (b) making any adjustments as may be required to ensure the Maintained Equipment remains in Good Working Order, in accordance with clause 2.6.2;
“Print” means for Equipment, single sided A4 print counts as one, and single sided A3 print counts as two; and for PPD/graphic art devices, single sided SRA3 print counts as one;
“Production Print Services” means in a Managed Print Contract, services for high volume equipment as specified on the Order Form;
“Purchase/Lease Agreement” means the agreement to purchase or lease the Maintained Equipment (if any) between the Customer and Supplier as set out in the Order Form and purchase terms and conditions;
“Purchase Price” means the purchase price of the Maintained Equipment as set out on the Order Form;
“Renewal Period” means for a service under a Contract, each successive 12-month period after the Initial Period for which the Contract is renewed;
“Secureflo” means as defined in clause 7;
“Secureflo Fee” means at the rate of £45 per quarter (pro rated for shorter periods) for each item of Maintained Equipment on which the Secureflo is configured
“Server Support” means the management and support of Windows Server operation systems including the creation and deletion of users and managing files and file shares and recovery where available;
“Services” means for a Managed Print Contract, Preventative Maintenance, Corrective Maintenance, Emergency Maintenance of the Maintained Equipment and any provisions of printing/copying service; for an IT Contract, the provision of all IT related Services and Software provision and support as specified on the Order Form and for a Telecommunications Contract, the provision, installation, and support of cloud telephony services, mobiles, and connectivity and all as specified in the applicable Order Form;
“Shredding Console” means the console supplied by the Supplier for the secure storage of shredding materials;
“Shredding Sack” means the sack provided by the Supplier to be used to uplift shredding materials;
“Signing Date” means the last date of signing of the Order Form;
“Product(s)” means any goods and/or materials supplied under the Contracts;
“Products Price” means the sum payable by the Customer to the Supplier in return for the provision of the Products;
“Software Products” means such software products as specified in the IT Contract including but not limited to 3rd party software with VOIP licences and Microsoft 365.
“Software Services” means such software products as specified in the Contract including but not limited to domain name registration, AntiVirus services and backup solutions.
“Standard Service Call” means a service call which covers general IT support requests and operational issues that do not fall into the critical or high-priority categories;
“Supplier” means Workflo Solutions (Scotland) Limited incorporated in Scotland with registered number SC321692 and having its registered office at 16 Shairps Business Park, Livingston, EH54 5FD;
“Supplier Equipment” means any apparatus or equipment provided by the Supplier or their third party to the Customer to enable provision of the Services under a Contract;
“Supported CPC” means the supported cost per print service opted for by the Customer in the Order Form;
“Telecommunications Contract” means the contract for telecommunication services and products as specified in the Order Form and as amended or varied in accordance with these Terms;
“Term” means the Initial Period together with all Renewal Periods; "Toner Cost" means for a Managed Print Contract, the cost for each of black and colour toner as set out in the Order Form or as amended in accordance with clause 6.9.4;
“Unified Communications” means the provision, installation, and support of cloud telephony services, mobiles, and connectivity under a Telecommunications Contract;
“Value of the Maintained Equipment” means the recommended retail price of the Maintained Equipment as at the Signing Date; and
“Workshop” means for an IT Contract, work carried out on hardware at the Supplier’s premises.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a party includes its personal representatives, successors or permitted assignees.

1.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to writing or written includes faxes.

1.7 These terms apply to each Contract except where directly specified.

2 Services and Supply of Products

2.1 Orders for Products are accepted by the Supplier subject to the availability of the Products for delivery.

2.2 Risk (but not title) shall pass when the Products are delivered to the Location unless the Customer agrees to collect or arrange for the collection of the Products in which case delivery shall be effected and risk (but not title) shall pass when the Products are handed to the Customer or its carrier.

2.3 Title to Products shall only pass to the Customer when the Products Price, together with any other sums due under the Contract (including, for the avoidance of doubt, Maintenance Charges), has been paid in full. Until title has passed, the Customer shall keep the Products (at no cost to the Supplier) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Supplier's property and the Customer shall not interfere with any identification marks or serial numbers on the Products. Until such time as title passes, the Customer shall upon request deliver up the Products to the Supplier and, if the Customer fails to do so, the Supplier may enter upon any premises, owned, occupied or controlled by the Customer (including the Location) to repossess the Products. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which are the property of the Supplier. The Customer shall insure the Products against "all risks" to the reasonable satisfaction of the Supplier until title passes.

2.4 Time of delivery shall not be of the essence. The Supplier reserves the right to deliver Products in instalments at its discretion.

2.5 The Supplier shall not be liable to the Customer for any loss or damage (whether direct, indirect or consequential) if it is delayed or prevented in whole or in part from delivering or installing the Products. If the Customer refuses or fails to take delivery of the Products on the date of delivery, the Supplier shall be entitled to store the Products at the risk of the Customer and the Customer shall (in addition to the Products Price) pay all costs and expenses of such storage and any extra costs of carriage incurred.

2.6 Where the Contract is a Managed Print Contract the following terms apply:

2.6.1 From the Delivery Date until the expiry of the Term, the Supplier shall provide the Customer with the Services for the Maintained Equipment at the Location. The Customer acknowledges that the counters on any Equipment to be provided as refurbished may be set to ‘0’ in accordance with the Supplier’s refurbishment process.

2.6.2 The Supplier shall attend at the Location during Normal Business Hours at a frequency as is reasonably determined by the Supplier to perform Preventative Maintenance of the Maintained Equipment should the supplier deem it necessary for preventative maintenance to be carried out.

2.6.3 On the Customer informing the Supplier that the Maintained Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, the Supplier shall use reasonable endeavours:

2.6.4 On the Customer informing the Supplier outside of Normal Business Hours that the Maintained Equipment is malfunctioning, has failed or is not in Good Working Order, the Supplier shall use reasonable endeavours:

2.6.5 Emergency Maintenance shall be charged at the Additional Services Rates for each of the Supplier’s personnel reasonably required to attend the Location. Any additional charges shall be calculated from when the personnel arrive at the Location until they leave the Location.

2.6.6 In performing the Maintenance Services, the Supplier shall restore any malfunctioning or failed Maintained Equipment to Good Working Order while in attendance at the Location. Where this is not reasonably practicable, or not reasonably practicable within Normal Business Hours (in the case of Preventative Maintenance and Corrective Maintenance), the Supplier shall either arrange for a further visit to the Location within Normal Business Hours to complete the repair, or remove the Maintained Equipment or part of the Maintained Equipment for repair off-site.

2.6.7 Should the Customer require recycling services as specified on the Order Form, a Consumables Box will be provided at no additional cost and each uplift shall be charged at £29.95. Used consumables will be recycled in a ‘zero landfill’ scheme.

2.6.8 Should the Customer require shredding services as specified on the Order Form, a Shredding Console will be provided at no additional cost. There shall be a monthly charge of £50, which shall include one uplift of the Shredding Sack. Additional uplifts shall be charged at £75 per Shredding Sack.

2.6.9 Should the Customer opt for Supported CPC, the Customer acknowledges that due to the initial low up front cost, the Fees shall increase 25% per annum for the duration of the Term.

2.7 Where the Services under a Managed Print Contract are for Production Print Services the following terms apply:

2.7.1 Secureflo and Netflo Print Support do not apply to Production Print Services.

2.7.2 Devices supplied under Production Print Services will be fitted with a print controller. The Supplier shall provide a warranty on the print controller free of charge for the first 12 months and the Customer shall then be charged at £50 per calendar month.

2.7.3 The Supplier may require carrying out a site survey of the Location before delivery and/or installation. If the Supplier deems such inspection is required, the Supplier reserves the right to charge for site inspections at the prevailing rate.

2.7.4 If the Customer requires any training associated with the Production Print Services, the Supplier reserves the right to charge for such training at the prevailing rates.

2.8 Where the Contract is an IT Contract the following terms apply:

2.8.1 The Supplier shall be entitled to charge the Customer for all reasonable costs incurred related to the set up of an IT Contract. . The Customer agrees that any set up charges in accordance with this clause are non-refundable.

2.8.2 During the Term, IT Support is on a per user basis and no reduction in the user count as specified in the IT Contract is possible. During the Term, Server Support is provided on a per server basis no reduction in the server count as specified in the IT Contract is possible. Adding additional users or servers will result in them being added to the existing Contract by means of a variation agreement with the Supplier and a new Initial Period shall therefore apply to the Contract which specifies all users and/or servers.

2.8.3 In providing the Services, the Customer agrees that all Endpoints must be purchased from the Supplier at its prevailing rates and the Supplier shall refuse to work with any other technology solution or IT hardware acquired by the Customer. Service Requests and Target Response Times

2.8.4 The Customer hereby agrees to and grants to the Supplier the pre authorisation for cybersecurity incident response as set out in schedule 1 to these Terms. Service Requests and Target Response Times

2.8.5 Service requests under the IT Contract should be reported to helpdesk@workflo-solutions.co.uk or other methods as directed by the Supplier. The target response times are as follows:

• For a Critical Service Call - a response time of 2 hours or less to swiftly diagnose and initiate recovery procedures, minimising downtime.
• For a High-Priority Service Call – a prompt response within 4 hours to diagnose the issue and implement solutions swiftly, reducing the impact on productivity.
• For a Standard Service Call - addressed within 8 hours, allowing for efficient resolution of routine IT challenges while maintaining business continuity.

2.8.6 The Customer shall specify the level of cover on the Order Form from the following levels:

• Bronze:
• Unlimited Help Desk and remote support (fair use policy applies);
• Data Backup billed at prevailing rates
• Third party interaction;
• IT procurement services;
• Remote monitoring of systems;
• Patch & upgrade management; and
• On-site calls will be billed at prevailing rate and travel charged at 45p per mile to and from the Supplier’s registered office.
• Silver:
• Bronze + Back up replication billed at prevailing rates;
• Network management & support;
• 30 mins of support per user (aggregate) up to 25 users – Over 25 users must be at gold and
• If the Customer adds a user which take it over 25 users, they must immediately upgrade to gold at the prevailing rates.
• Gold
• Silver plus unlimited on-site support (fair use policy applies)
• Disaster recovery.

The following terms apply to Software Products and Software Services under an IT Contract:

2.8.7 The Supplier agrees to provide the relevant licence for Software Products as detailed in the IT Contract. The Customer may increase the number of licences within the Initial Period and each Renewal Period but may not reduce them. The charge for additional licences will be as per the prevailing rate at the time of addition. Any increase to the number of Customer licences will be subject to an admin charge of £50 + VAT for each occasion.

2.8.8 Software Products, licences and software solutions may be on-premise, cloud based, or a mixture of both.

2.8.9 The Supplier does not accept any responsibility for any data or information stored on the Customer’s server(s), systems, equipment, or on Supplier Equipment in the Customer’s possession or control. In particular but without limiting the foregoing, the Supplier shall not be liable for the loss or corruption of any such data or information caused by the carrying out of investigation and/or maintenance of the Software Products. The Supplier shall not be liable for any conflicts in software packages and it is the Customer’s responsibility to ensure their hardware and infrastructure meets the minimum requirements as published by the applicable software developers. The Customer shall ensure that appropriate backups of all data and information are maintained. If it is necessary for the Supplier to reset any software, the Supplier shall not be responsible for resetting or reloading equipment programming and user profiles.

2.8.10 Unless expressly stated otherwise in writing, the Customer shall be responsible for the back-up of any data or information on its, or its licensors’, software or systems and the Customer shall ensure that any third party operating and application software is created and stored so that the system and files of any Software Products and/or Services provided by the Supplier may be restored in the event of any damage, corruption or other similar loss of data howsoever occasioned.

2.8.11 If any Software Products and/or Services referred to in the IT Contract commence on different dates, each shall have its own Commencement Date, and therefore its own Initial Period and Renewal Period thereafter. Where Software Products and/or Services referred to in an IT Contract have different Commencement Dates, they will each be treated as individual and distinct Contracts for termination purposes.

2.8.12 Where a Software Product is cloud based, the Customer accepts that the responsibility to ensure sufficient backups lies with them and that they understand the benefits and risks of cloud storage. All costs incurred by the Supplier and its suppliers are to be indemnified by the Customer.

2.8.13 The Customer recognises that features are licence dependent and they will only receive the Services and features as applicable to the licence types they pay for. The Supplier reserves the right to change any licence features.

Licences:

2.8.14 No reduction in licence count against any Software Product is possible during the applicable Term. No removal of licence type is possible during the applicable Term except where a licence type is upgraded (e.g. Basic to Standard). Any upward adjustment in licence count or type will place those licences into the existing Term.

2.8.15 Where the Customer does not have an active Contract which includes IT Support, support for Microsoft 365 products is provided on a break-fix basis within the Microsoft 365 Administrator Panel only. The Supplier will also create and delete users for the Customer. Absolutely no Customer-side support or IT Support is included within Contract which provide Microsoft 365 licencing and any work carried out on request by the Customer will be billed at the current applicable rate.

Domain Names:

2.8.16 Under no circumstances does the Supplier accept any liability for the expiry or loss of any domain name.

2.8.17 The Supplier will endeavour to notify the Customer when the domain is due for renewal. It remains the responsibility of the Customer to ensure that they are capable of receiving this notification.

2.8.18 A request by the Customer for domain registration and our acceptance to submit this to the naming authority on behalf of the Customer does not constitute a guarantee the name will be issued by the authority and that registration will be granted by the naming authority to the Customer. In such a case, any money charged by us to the Customer will be refunded to the Customer.

2.8.19 A lapsed domain may be renewed automatically by the Supplier at the prevailing rate unless 90 day notice prior to the end of the Initial Period is provided by the Customer.

2.8.20 In all instances it is the responsibility of the Customer to monitor whether their domain registration remains active and that any request for renewal has been successful.

2.8.21 The Supplier advises that Customers renew their domains early and check that the requested renewal term has been added to the domain.

Backup:

2.8.22 The Supplier provides a variety of backup solutions depending on the needs of the Customer. Where IT Support or Server Support is provided within this Agreement covering the Same Endpoints or Server for which the backup is intended, the Supplier will endeavour to ensure that this backup is reporting as successful at regular intervals relative to the backup frequency. No guarantee is afforded to the Customer that a successful backup is usable in the event that data needs to be restored. It remains the Customer’s responsibility to ensure that they are satisfied that the backup is sufficient for their needs.

Antivirus:

2.8.23 Where AntiVirus is included as a Software Service in the IT Contract, the Supplier will endeavour to ensure this is installed and up to date on all Endpoints specified. The Supplier may from time to time change the specific AntiVirus product as they deem necessary without notification to the Customer.

2.8.24 AntiVirus solutions do not guarantee to stop all threats and no guarantee or warranty is afforded by the Supplier or the applicable vendor.

2.9 Where the Contract is a Telecommunications Contract the following terms apply:

2.9.1 The Supplier agrees to provide the licences as detailed in the Contract. The Customer can increase the number of licences within the Initial Period and each Renewal Period but not reduce them.

2.9.2 The charge for additional licences will be at the prevailing rate at the time of such addition and increases to the licence number will be subject to an admin charge of £50 + VAT for each occasion.

2.9.3 If any Products and/or Services referred to in the Order Form commence on different dates, each shall have its own Commencement Date, and therefore its own Initial Period and Renewal Period thereafter. Where Products and/or Services referred to in an Order Form have different Commencement Dates, they will each be treated as individual and distinct Telecommunication Contracts for termination purposes.

2.9.4 The Customer recognises that features are licence dependent, and they will only receive the services and features as applicable to the licence types they pay for. The Supplier reserve the right to change licencing features.

2.9.5 The Customer acknowledges that the Supplier shall not provide maintenance services to any Unified Communications hardware.

2.9.6 Where any Equipment is provided by the Supplier and no fee is billed either on a purchase or lease basis, title of such Equipment remains with the Supplier. Upon termination of the Contract by whatever means, the Customer must at their expense return the Equipment to the Supplier in Good Working Order with fair wear and tear.

2.9.7 Where the Services include hosted telephony/VOIP, the Customer accepts the following: (a) the Customer’s ability to make emergency calls and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Customer being unable to make emergency calls; (b) if the Customer experiences a power cut, the Customer will not be able to access emergency services using VOIP and should ensure they have alternative means for access to emergency services; (c) the Customer must, prior to activation, register with the Supplier the principal fixed Location(s) for use of VOIP outbound calls and update that information with the Supplier if there is any change to the Location, or if any new Location is to be added; and (d) the Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond the Supplier’s control. Service

2.9.8 The Customer agrees that it will receive helpdesk support as part of the Fees. Should any work at the Location, or work deemed to be non-standard, be required, the Supplier will charge for this at its prevailing rates.

2.9.9 Where a call bundle is included as part of the Fees, the Supplier reserves the right to amend or remove this without notice to the Customer. The Customer agrees to pay all fees for non-inclusive numbers and/or calls at the prevailing rates.

2.9.10 The Supplier shall provide the Services using a combination of the Supplier's infrastructure and the Network. The Customer acknowledges that the Services provided under the Agreement are subject to arrangements that are in the control of other networks and their operators (including the Network) and that are outside the control of the Supplier.

2.9.11 The Customer acknowledges that, due to the nature of technology, it is impossible to provide a continuous and fault-free Service. The quality and availability of the Services are also subject to certain limitations and circumstances outside the reasonable control of the Supplier.

2.9.12 The Supplier shall reserve the right to reallocate any telephone numbers allocated to the Customer if those numbers are not used for a period of six (6) consecutive weeks.

2.9.13 The Supplier shall use reasonable endeavours to provide the Equipment and/or Services within any timeframe specified in an Agreement but such timeframes are only estimates and provided for planning purposes only.

2.9.14 The Supplier shall have no liability for any failure to meet any dates in an Agreement and time of performance of the Supplier’s obligations shall not be of the essence.

2.9.15 The Supplier (or a Network Supplier) shall be entitled to:

2.9.15.1 Refuse an order for Equipment and/or Services at its sole discretion;

2.9.15.2 Change any codes or numbers allocated to the Customer in order to meet the national numbering requirements of OFCOM;

2.9.15.3 Change the technical specification of the Services (provided that such change does not materially affect the performance of the Services) where necessary for operational reasons, or statutory or regulatory regimes.

2.9.15.4 Change the Conditions or service levels relating to the Services in order to reflect contractual changes imposed on the Supplier by its suppliers or any decision, request by or change in the regulatory regime by the relevant regulatory authorities. Service Requests and Target Response Times

2.9.16 Service requests under the Telecommunications Contract should be reported to helpdesk@workflo-solutions.co.uk or other methods as directed by the Supplier. The target response times are as follows (only applicable for faults which can be rectified by the Supplier’s internal support): o For a Critical Service Call - a response time of 2 hours or less is guaranteed to swiftly diagnose and initiate recovery procedures, minimising downtime. o For a High-Priority Service Call – Customer shall receive a prompt response within 4 hours to diagnose the issue and implement solutions swiftly, reducing the impact on productivity. o For a Standard Service Call - addressed within 8 hours, allowing for efficient resolution of routine IT challenges while maintaining business continuity.

2.9.17 The Customer acknowledges that due to the nature of services across Unified Communications, and because faults may lie with third party networks or suppliers of the Supplier, response time could be significantly longer than quoted above.

3 Replacements, repairs and spare parts

3.1 Where the Contract is a Managed Print Contract the following terms apply:

3.1.1 In performing the Preventative Maintenance, Corrective Maintenance and the Additional Services, the Supplier shall source spare parts required to restore the Maintained Equipment to Good Working Order. The Supplier shall have the right to charge the Customer for the spare parts when the Preventative Maintenance, Corrective Maintenance and/or the Additional Services are required due to any: • unusual physical or electrical stress; • accident, neglect, misuse, improper programming or failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use; • an unauthorised person attempting to maintain or repair the Maintained Equipment; • the Maintained Equipment has been removed from its initial installation location or is reinstalled without the prior written approval of the Supplier; • the Maintained Equipment, in the Supplier’s reasonable opinion, has reached the end of its useful life; • the Customer allowing any person to access or tamper with the Supplier’s software on any Maintained Equipment.

3.1.2 All spare parts and/or replacements provided by the Supplier to the Customer shall become part of the Maintained Equipment.

3.2 Where the Contract is an IT Contract the following terms apply:

3.2.1 As part of the Maintenance Package the Supplier may provide all parts and equipment which the Supplier deems necessary for maintaining the Equipment in good operating condition. Where it does so the Customer will pay the then current list price plus VAT as applicable for any such parts and equipment and payment shall be made within 30 days of installation. Should the Customer be unwilling to pay for the parts and equipment required, the Supplier shall be released from its obligation under the Contract to maintain the relevant part of the Equipment, but for the avoidance of doubt this shall not affect the rights and obligations for any other Equipment under the Contract. All parts removed for replacement shall become the property of the Supplier.

3.2.2 Any work undertaken within the Workshop is subject to additional charges for parts and delivery as a minimum. Where an Endpoint is outside of its warranty period, any remedial work relating to a hardware failure will incur a charge for labour at the rate applicable at that time. Any work involving upgrading Endpoints will incur a charge for labour at the rate applicable at that time.

3.3 Where the Contract is a Telecommunications Contract the following terms apply:

3.3.1 Any work undertaken within the Workshop is subject to additional charges for parts and delivery as a minimum. Where an Endpoint is outside of its warranty period, any remedial work relating to a hardware failure will incur a charge for labour at the rate applicable at that time. Any work involving upgrading Endpoints will incur a charge for labour at the rate applicable at that time.

4 Customer’s obligations

4.1 The Customer shall:

4.1.1 ensure that any Equipment, Supplier Equipment or Maintained Equipment is installed and kept in suitable premises and under suitable conditions, as specified in Operating Manuals, permit only trained and competent personnel to use it and follow any operating instructions as the Supplier may give from time to time

4.1.2 notify the Supplier promptly if the Equipment, Supplier Equipment or Maintained Equipment is discovered to be operating incorrectly;

4.1.3 at all reasonable times permit full and free access to the Location and to the Equipment, Supplier Equipment and Maintained Equipment to the Supplier, its employees, contractors and agents, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable the Supplier to perform the Services and the Additional Services while at the Location;

4.1.4 provide the Supplier with any information that is reasonably requested in the performance of the Services and the Additional Services, including but not limited to, providing meter readings for the Equipment, Supplier Equipment or Maintained Equipment by telephone or email within three Business Days of a request for such a reading;

4.1.5 take any steps reasonably necessary to ensure the safety of the Supplier’s personnel when attending the Location;

4.1.6 not allow any person other than the Supplier to maintain, alter, modify or adjust the Equipment, Supplier Equipment or Maintained Equipment without the prior written approval of the Supplier;

4.1.7 not move the Equipment, Supplier Equipment or Maintained Equipment from the Location without the prior written approval of the Supplier;

4.1.8 store any reserve equipment only in conditions approved by the Supplier, and make this equipment available for periodic maintenance, as with all other Maintained Equipment; and

4.1.9 only use supplies or materials supplied or approved by the Supplier.

4.1.10 at the end of the Term, where the return address for any leased equipment is specified as the Supplier’s, the Customer shall ensure that the leased equipment is uplifted by the Supplier at the Supplier’s standard rates from time to time.

4.2 Where the Contract is a Telecommunications Contract the following terms apply:

4.2.1 The Customer shall provide to the Supplier, on request, any information and assistance that may be reasonably required to enable the Supplier to perform its obligations under the Agreement.

4.2.2 The Customer acknowledges that the Services are for use by its business and must not assign or resell any Services provided by Workflo.

4.2.3 Unless expressly stated otherwise in writing, the Customer shall be responsible for the back-up of any data or information on its, or its licensors’, software or systems and the Customer shall ensure that any third party operating and application software is created and stored so that the system and files of any Products and/or Services provided by the Supplier may be restored in the event of any damage, corruption or other similar loss of data howsoever occasioned.

4.2.4 The Customer agrees that, in the course of its use of the Services, it shall not (and shall procure that its users do not): (a) publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information; (b) threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others; (c) engage in illegal or unlawful activities; (d) knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Customer; (e) knowingly download, make available or upload files that contain a virus or corrupt data; (f) falsify the true ownership of software or other material or information contained in a file that the Customer makes available via the Services; (g) ‘spam’ or otherwise deliberately abuse any part of the Services; (h) breach the rights of third parties; (i) obtain access, through whatever means, to restricted elements of any network or system used by Workflo or a Third Party Supplier in the provision of the Services; and (j) act in a manner which restricts or inhibits any other user from using or enjoying the Services.

5 Exclusions

5.1 The Supplier is not obliged to perform any Excluded Maintenance or Excluded IT Services and if requested, the Supplier may at its discretion supply them at rates agreed for such excluded works.

5.2 Where the Supplier is performing or has performed the Services in circumstances where it is established that the Equipment or Maintained Equipment was not in Good Working Order due to any of the Excluded Causes, the Supplier may charge, and the Customer shall pay, the Additional Services Fees in respect of that work.

5.3 The Excess Fee does not include the supply of paper and/or staples.

5.4 Delivery of toner or other consumables are not included in the Services or Excess Fee and are charged for separately at the prevailing rates.

6 Charges

6.1.1 On commencement of a Contract, a documentation fee of £95 shall become payable by the Customer to the Supplier per Contract.

6.1.2 For the performance of the Services and/or supply of the Products, the Customer shall pay to the Supplier the Fees.

6.2 In respect of any sum which is due and unpaid, the Supplier reserves the right to charge an administration fee of £100 less any interest which is paid at an annual rate of 8% above the base rate of the Bank of Scotland plc, calculated on a daily basis, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment. However, if the total amount of interest (not including the aforementioned administration fee) exceeds £100, then the administration fee shall be waived and interest under this clause shall be paid solely at an annual rate of 8% above the base rate of the Bank of Scotland plc calculated on a daily basis, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment.

6.3 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.

6.4 The Supplier may increase the Fees, Excess Fee or Additional Services Fees at any time. In the event that the Fee, Excess Fee or Additional Services Fees increase by more than 15% in any one year (other than for Supported CPC), the Customer may terminate the Agreement.

6.5 Punctual payment is of the essence. Payments are to be made by direct debiting of the Customer's account unless agreed otherwise in writing.

6.6 On each occasion that a cheque or direct debit is returned unpaid the Customer will pay an administration charge of £40 plus VAT.

6.7 If the Services are suspended, the Supplier will charge an administration fee of £195 + VAT to reinstate such services. Where more than one service has been suspended, a fee of £195 + VAT will be payable for each service which is to be reinstated.

6.8 Any queries on an invoice for the supply of Products must be made in writing before the invoice falls due for payment, i.e. within 30 days of the invoice date.

6.9 Where the Contract is a Managed Print Contract the following terms apply:

6.9.1.1 On commencement of a Managed Print Contract, the Pre-Delivery Inspection Fee shall become payable by the Customer to the Supplier.

6.9.1.2 For the performance of any Additional Services, the Customer shall pay to the Supplier the Additional Services Fees.

6.9.2 The Customer shall pay to the Supplier the Excess Fee and, on each anniversary of the Commencement Date an administration fee of £150 per Contract.

6.9.3 The Customer shall make payment of the minimum usage charge of £75 per quarter (pro rated for shorter periods) for each item of Maintained Equipment or such greater charge in accordance with the minimum usage levels as set out in the Order Form or as notified to the Customer by the Supplier in writing from time to time.

6.9.4 Where the Services are for Office Equipment - The Toner Costs are calculated on a 5% page coverage for both black and coloured pages. The Supplier shall be entitled to conduct reviews of actual toner usage and pages printed from time to time. As a result of such reviews, where the actual page coverage exceeds 5%, the Supplier shall be entitled to immediately and with retrospective effect increased Toner Costs to an amount equal to the % above which the actual coverage exceeds 5%. The Supplier shall be permitted to submit an invoice for the increased Toner Costs for all pages printed prior to the date of the increased Toner Costs payable in accordance with this clause 6.

6.9.5 Some devices supplied by the Supplier support a 3 tier colour billing system. If applicable, the Customer will be billed for coloured prints at the following tiers of coverage: - tier 1: more than 0 % but less than 2.4%; - tier 2: 2.4% or above but less than 4.8%; - tier 3: 4.8% or above; or at such level as the Supplier deems fair and reasonable.

6.9.6 In respect of Production Print Services and where the Charges includes toner/ink, if Customer usage exceeds 30% average coverage of a Print, measured over a rolling period of six months, the Supplier reserves the right to adjust the Charges..

6.9.7 The Supplier reserves the right to charge for scans at the monochrome print rate .

6.9.8 The Supplier shall be entitled to:

6.9.8.1 the meter readings supplied by the Customer pursuant to clause 4.1.4 to work out how many copies/prints/scans the Customer has made;

6.9.8.2 use one of the Supplier’s employees, contractors or agents to take meter readings when providing any of the Services; or

6.9.8.3 use the records of the Customer’s previous meter readings for the previous twelve months to estimate the amount of Excess Fee due if the Customer does not provide an actual reading within three Business Days of a request by the Supplier. Difference in invoice values results from the use of estimated readings pursuant to this clause 6.9.7.3 will be corrected at the time of the next due invoice for Excess Fee.

6.9.8.4 in the event that the Customer refuses the Supplier’s fleet management software, or if the Supplier makes the Customer aware that the fleet management software has stopped reporting and the issue is not resolved between the Supplier and the Customer within 14 days, apply an administration charge of £10 per Maintained Equipment for each reading.

6.9.9 The Supplier shall cleanse and certify the HDD at the end of the Term for which the Customer will incur a charge of £250 .

6.9.10 The Fees and Excess Fee shall be due and payable in full to the Supplier within 30 days of receipt of a valid invoice from the Supplier ( “Invoice”). Any Additional Services Fees shall be due and payable monthly, within 30 days of receipt of an Invoice. Any charges for spare parts recoverable in accordance with clause 3.1.1 shall be due within 30 days of receipt of an Invoice.

6.10 Where the Contract is an IT Contract the following terms apply:

6.10.1 In respect of any sum which is due and unpaid, the Supplier reserves the right to charge an administration fee of £100 less any interest which is paid at an annual rate of 8% above the base rate of the Bank of Scotland plc, calculated on a daily basis, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment. However, if the total amount of interest (not including the aforementioned administration fee) exceeds £100, then the administration fee shall be waived and interest under this clause shall be paid solely at an annual rate of 8% above the base rate of the Bank of Scotland plc calculated on a daily basis, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment.

Maintenance

6.10.2 The Maintenance Charges payable by the Customer will be as set out in the Contract dependent upon the Maintenance Package selected and/or any additions to it. Charging shall begin on the Commencement Date and payment is to be made in advance. If any Maintenance Charges are overdue the Supplier may suspend the provision of Services, but the Maintenance Charges shall continue to be payable. If overdue by more than 30 days the Supplier may require the payment of a set-up fee equal to an additional one month's Maintenance Charges before recommencing the Services.

6.10.3 The Maintenance Charges payable by the Customer may be increased by the Supplier on each anniversary of the Commencement Date by the greater of 10% or a rate equal to changes in the Consumer Price Index, based on the previous period since the last price increase.

6.10.4 All set-up charges incurred by the Supplier for the Services are non-refundable.

Web Hosting, Reseller Hosting & VPS

6.10.5 The Supplier reserve the right to increase charges at any time, without notice, if the cost to the Supplier increases for such services.

6.10.6 Web hosting services for which payments remain unsettled after a period of 14 days from the payment due date will be terminated and any content contained within the account permanently removed from the Supplier’s servers and the Customer will bear full responsibility for this. At the discretion of the Supplier Cloud Hosting, accounts may be recovered from backups for a fee of £300.

6.10.7 For Cloud Servers (VPS) and Web Hosting (Non-Azure), the price for these services cover the bandwidth as stated in the IT Contract. If the Customer exceeds this limit, then the Supplier reserves the right to make additional charges for usage above the limit at its then prevailing charge rate. All prices quoted to the Customer for the provision of services by the Supplier are exclusive of any value added tax (VAT) for which the Customer may be additionally liable at the applicable rate.

6.11 Where the Contract is a Telecommunications Contract the following terms apply:

6.11.1 The Customer acknowledges that due to the significant time demands required in the preparation prior to installation of the Unified Communications, they agree to make payment to the Supplier for such time at the prevailing rates which are subject to a minimum charge of £500 + VAT.

6.11.2 For any data services provided under Unified Communications, the Contract is subject to the Supplier or a third party contracted by the Supplier carrying out a satisfactory site survey of the Location. The Supplier therefore reserves the right to charge the customer for all reasonable costs incurred.

6.11.3 In accordance with clause 2.9.3 above. The Supplier reserves the right to charge additional amounts to cover any additional work which arises as a result of the survey of the Location.

6.11.4 Where the transfer of any telephone lines and/or numbers from another supplier occurs, the Supplier will charge the Customer for all costs incurred and for the time spent arranging such transfer, at the prevailing rates.

6.11.5 The customer acknowledges that it is liable for any costs levied by a current supplier of the Customer following the transfer of any telephone lines/numbers to the Supplier.

6.11.6 If the Services are suspended, the Supplier will charge an administration fee of £195 + VAT to reinstate such services. Where more than one service has been suspended, a fee of £195 + VAT will be payable for each service which is to be reinstated.

7 Secureflo

7.1 Secureflo provides guaranteed security improvements over the standard multifunctional printer (MFP) configuration including a minimum 16 bit password policy for administrator and service modes where applicable, image overwrite, HDD encryption, and the addition of an SSL self-certificate to the device (certification will be provided by the Supplier and held digitally for the Customer who may request a copy for a fee of £20).

7.2 Where the Maintained Equipment is at the time of its delivery to the Customer or, at the Customer's request is subsequently, configured for the use of Secureflo, the Customer acknowledges that it is granted a licence to use Secureflo on the Maintained Equipment which may only be terminated on termination of the Contract. A licence fee is payable at the Secureflo Fee, provided that no charge will be made for the first six months of the Initial Period.

8 Intellectual Property

8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights in the Services arising as a result of any use of the Services.

8.2 Any and all intellectual property rights used or embodied in or in connection with the Services shall be and shall remain the sole property of the Supplier or its licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated in the Contract.

8.3 The Customer acknowledges such title, interest and rights and shall not take any action to jeopardise, limit or interfere in any manner with the Supplier's (or any third party supplier's) title, interests or rights with respect to the Services, including, but not limited to, using the Supplier's trademarks or trade name.

8.4 Where software is provided to enable the Customer to use the Services, the Supplier grants the Customer, for the duration of the Contract, a non-exclusive, non-transferable licence to use the software for that sole purpose.

8.5 Except as permitted by applicable law as expressly permitted under the Contract, the Customer must not, without the Supplier's prior written consent, copy, de-compile or modify the software nor copy any manuals or documentation provided with the Services.

8.6 The Customer hereby consents to the Supplier using the Customer’s name, brands, logos or other trademarks to highlight the products and services it supplies to the Customer under any Contract for its own marketing and bidding purposes and the Supplier agrees to adhere to the brand management policies of the Customer to the extent they are supplied or communicated to the Supplier.

9 Warranties and Limitation of liability

9.1 Nothing in the Agreement shall limit or exclude the Supplier’s liability for:

• 9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• 9.1.2 fraud or fraudulent misrepresentation;
• 9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
• 9.1.4 defective products under the Consumer Protection Act 1987; or
• 9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Neither party shall be liable in contract, delict or otherwise arising out of or in connection with the Contract for:

• any economic losses (including, without limitation, loss of revenues, profits, contracts or business); or
• any special, indirect or consequential losses or any destruction of data.

Otherwise, the Supplier's liability to the Customer in contract, delict, negligence or otherwise arising out of or in connection with the Contract or the performance or observation of its obligations under the Contract shall be limited in aggregate to the Maintenance Charges and/or Products Price paid by the Customer under the Contract in the preceding 12 months.

9.3 If any part of this clause 9 is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

9.4 The Customer shall indemnify the Supplier and its sub-contractors from and against any claims or damages arising from the Customer’s access to or use of the Services and/or Products and any information, data or material produced, transmitted or downloaded on the Services and/or Products.

9.5 Where the Contract is a Managed Print Contract the following terms apply:

9.5.1 Subject to clause 9.1:

9.5.1.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and

9.5.1.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Value of the Maintained Equipment.

9.6 Where the Contract is an IT Contract the following terms apply:

9.6.1 Where available, the Supplier shall endeavour (but shall not be obliged) to register the Customer with the relevant manufacturer(s) as "end user" of the Products in order that the Customer can benefit from the manufacturer(s) warranty (or balance thereof) in relation to the same. Where such registration is not available or not carried out by the Supplier for whatever reason, the remaining provisions of this clause 9 shall apply to the Products.

9.6.2 The Services and/or Products will be provided without warranty or representation of any kind, whether express or implied and the Supplier disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Services and/or Products are free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer therefore accepts all risks and liabilities associated with the use of the Services and/or Products.

9.6.2 In delivering the Services, the Supplier shall use reasonable endeavours to resolve any Customer system downtime but shall have no liability for any economic losses (including without limitation, loss of revenue, profits, contracts, or business) or special, indirect or consequential losses suffered by the Customer during any such period of downtime, regardless of its duration.

9.7 Where the Contract is a Telecommunications Contract the following terms apply:

9.7.1 All hardware supplied under the Unified Communications are supplied under the manufacturer’s warranty and the Supplier shall have no liability regarding such warranty.

9.7.2 The Customer agrees to indemnify the Supplier for all direct and indirect costs incurred by them from third party suppliers for the provision of the Unified Communications. This amount will be limited to £10,000 + VAT. This clause will not apply where the Customer is classified as a “small business” under OFCOM Regulations.

9.7.3 The Supplier does not accept any responsibility for any data or information stored on the Customer’s systems, equipment, or on Supplier Equipment in the Customer’s possession or control. In particular but without limiting the foregoing, the Supplier shall not be liable for the loss or corruption of any such data or information caused by the carrying out of investigation and/or maintenance of the Services. The Customer shall ensure that appropriate backups of all data and information are maintained. If it is necessary for the supplier to reset any software, the Supplier shall not be responsible for resetting or reloading equipment programming and user profiles.

10 Term and termination

10.1 Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer, and the applicable damages may be charged in accordance with clause 11 if:

10.1.1 the Purchase Agreement or the Lease Agreement (where relevant) expires or is terminated for any reason whatsoever ;

10.1.2 the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make that payment;

10.1.3 the Customer breaches any term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;

10.1.4 the Customer breaches any term of the Purchase/Lease Agreement and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

10.1.6 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

10.1.7 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation the Customer with one or more other companies or the solvent reconstruction of the Customer;

10.1.8 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

10.1.9 the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

10.1.10 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Customer;

10.1.11 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 10 Business Days;

10.1.12 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.4 to clause 10.1.10 (inclusive);

10.1.13 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

10.1.14 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010);

10.1.15 in the reasonable opinion of the Supplier, the Maintained Equipment is used by the Customer at usage levels materially below previous average usage.

10.2 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

10.3 Termination of the Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

10.4 On termination of the Agreement for any reason, the Customer shall as soon as reasonably practicable:

10.4.1 return or destroy (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information provided to it by the other party or data for the purposes of the Agreement, including all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information and for the avoidance of doubt shall include any access to online systems and/or materials. If required by the Supplier, it shall provide written evidence 10 Business Days after termination of the Agreement that these have been destroyed and that it has not retained any copies of them, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in clause 21;

10.4.2 delete (to the extent possible) any proprietary software belonging to the other party and all the other party’s Confidential Information from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party. The Customer shall provide written confirmation 10 Business Days after termination of the Agreement that this software and Confidential Information has been deleted;

10.4.3 return all of the other party’s equipment and materials, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party remaining in possession shall be solely responsible for their safe-keeping;

10.4.4 the Customer shall immediately pay any outstanding amounts owed to the Supplier pursuant to the Agreement.

10.5 Regardless of its obligations in this clause 10, if a party is required by any law, regulation, or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy under clause 10, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. Clause 21 shall continue to apply to any retained documents and materials, subject to this clause 10.

10.6 Where the Contract is a Managed Print Contract the following terms apply:

10.6.1 The Agreement shall remain in force, unless terminated earlier in accordance with clauses 6.4, 10.1 and 11.1.4 for the Initial Period. The Term of the Agreement shall automatically be extended for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period, unless a party gives written notice to the other party, not later than 180 days before the end of the Initial Period or the relevant Renewal Period, to terminate the Agreement. The Supplier may also terminate the provision of all or any Services in respect of any item of Equipment by giving one month’s prior written notice at any time after the Initial Period relative to such Equipment has expired.

10.6.2 Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if:

10.6.2.1 the Supplier’s fleet software recognises a new device as being connected on the Customer’s network which is not supplied by the Supplier and the applicable damages may be charged in accordance with clause 11;

10.6.2.2 any Maintained Equipment used in Production Print Services is deemed to be beyond economical repair due to the cost of parts to rectify a fault or due to the volume of prints produced over its life and all consumables held by the Customer at such time which have been provided by the Supplier but not used should be returned by the Customer.

10.7 Where the Contract is an IT Contract the following terms apply:

10.7.1 The Contract will be binding and effective upon signing and shall continue in force from the Commencement Date until the expiry of the Initial Period and thereafter the Renewal Period unless notice of cancellation is given in writing and signed by a director of the Customer, 180 days prior to the expiry of the Initial Period or such automatically extended term.

10.7.2 Licences for Microsoft 365, Web Hosting, Reseller Hosting and VPS services are subject to a minimum 12 month commitment term and will automatically renew for the Renewal Period.

10.7.3 All Software Services are subject to a minimum Term of 36 months and shall then extend automatically for further periods of 12 months.

10.7.4 If the Customer wishes to modify the Services (including any change to the Equipment and/or location of the Location) it must provide the Supplier with at least 30 days’ written notice of its proposed changes. The Supplier may (but shall not be obliged to) vary the Services accordingly, subject to the Customer paying the Supplier an alternative Maintenance Charge tariff in accordance with the Supplier’s standard charges that will be notified to the Customer at the time of receipt of the request.

10.7.5 The alternative Maintenance Charge tariff will only be less than that currently charged with the express written agreement of the Supplier at its discretion. If the alternative Maintenance Charge is higher than that currently charged the Customer may elect within 7 days of notice of such additional charges to cancel the modification to the Services and the existing Services will continue.

10.7.6 For the avoidance of doubt any terms and conditions attached to the Customer’s Order shall not be binding on the Supplier and the Customer’s placing of the Order shall indicate unqualified acceptance of the Contract and its terms.

10.7.7 No representative, agent or sales person has the Supplier’s authority to vary, amend or waive any terms of the Contract on behalf of the Supplier and no amendment or addition shall be deemed to have been accepted unless agreed in writing by a registered director of the Supplier.

10.8 Where the Contract is a Telecommunications Contract the following terms apply:

10.8.1 The Contract will be binding and effective upon signing and shall continue in force from the Commencement Date until the expiry of the Initial Period and thereafter the Renewal Period unless notice of cancellation is given in writing and signed by a director of the Customer, 180 days prior to the expiry of the Initial Period or such automatically extended term.

10.8.2 The Initial Period for any Unified Communications shall be 36 months from the Commencement Date.

11 Damages and Early Termination

Where the Contract is a Managed Print Contract the following terms apply:

11.1.1 Other than as provided in clause 6.4, if the Contract is terminated before completion of the applicable Term or the Customer breaches any term of the Agreement and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified by the Supplier to remedy the breach, the Customer shall pay the Supplier: