1. DEFINITIONS & INTERPRETATION
“Additional Charges”: stated in the Order Form or as otherwise notified by the Service Provider.
“Additional Services” services not included within the Services.
“Agreement”: these Terms and Documentation where applicable.
“Assignee” a Person providing third party funding in respect of the Products.
“Charges”:, OneRate Plus, Rental Charges, Cost Per Copy Charges Additional Charges or such other charges as introduced and/or as agreed between the Parties from time to time.
“Committed Volume Banding”, “CVB”: Customer’s agreed anticipated minimum number of Cost Per Copy calculated for the Initial Term (or other period) stated in the Order Form.
“Confidential Information”: non-public information whether verbal or written and of a confidential nature whether or not marked as such obtained from the disclosing party and shall include any data within the meaning of Data Protection Law.
“Consumables”: toner, developer, fuser units and similar items incorporated into or consumed and used with or within the Equipment.
“Cost per Copy”: charge per print for mono and colour (or such other print stated in the Order) per device.
“Customer” stated in this Agreement.
“Data Protection Law”: the General Data Protection Regulation, UK Data Protection Act 2018 and any subsequent enactment within and applicable to the UK.
"Delivery": the estimated delivery date agreed between the Parties and/or the actual date of delivery of the Products (whether partial or whole).
“Documentation”: these Terms, Existing Contract, Order Form, any schedules, annex, statement of works or solution design document agreed in writing by the Service Provider and applicable to the OneRate Plus Service or Konica Minolta’s other services as requested by the Customer.
“Equipment”: multifunctional office printer(s) and photocopier equipment assigned to the OneRate Plus Service and such term to include references to ‘hardware’ or ‘device’.
“Force Majeure”: an unforeseeable event beyond the reasonable control of either Party including but not limited to: acts of God, war, fire, earthquake, explosion, epidemic, pandemic, flood, strike, lockouts, injunctions on telecommunications, electrical or source of supply failure or the unavailability of materials, personnel acts not attributable to the acts or omission of the Party relying on the Force Majeure event.
“Good Industry Practice”: the exercise of skill, care, prudence, efficiency as would be expected within the Service Provider’s industry sector.
“Initial Term”: the initial contract period for the OneRate Plus Service.
“Intellectual Property Right”: any pre-owned and existing rights in any registered or unregistered patent, design, right, copyright, database right, topography right, trade mark, service mark, logo, any application to register these rights, trade secret, right in unpatented know how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.
“Maintenance”: the carrying out of service, repairs, replacement of parts, or adjustment to the Equipment, to rectify a fault during Working Hours, remotely or by an on-Site visit as determined by the Service Provider.
“Minimum Period”: the minimum contract period calculated for the rental payments.
“OneRate Plus Charge”: a flat rate charge to cover the rentals and Cost per Copy charges based on a CVB pricing model.
“OneRate Products”: specific Konica Minolta printing devices qualifying for the OneRate Plus Service and corresponding Charges.
“OneRate Plus Service": Maintenance and Support for OneRate Products sold within an all-inclusive service charge.
“Order: the front page to Konica Minolta’s e-shop website portal used for the purchase of the OneRate Products and when accepted by Konica Minolta either by its signature on any printed Order and/or by confirming delivery of the Order, the terms shall form legally binding contract between the parties to which these terms and conditions shall apply.
“Party”, “Parties”: individually the Customer or Service Provider, or both.
“Personal Data”: personal data (as defined by Data Protection Law) supplied by the Customer to the Service Provider for the purpose of providing the Products or which is collected and held by the Service Provider on behalf of the Customer in the course of providing the Services.
“Products”: Equipment, ancillaries, Consumables, Software, Solutions, Services or other products and services provided by the Service Provider.
“Rental Charges”: the rental/lease payments for the Products.
“Services”: services provided under the OneRate Plus Service including the Products.
“Service Provider” “Konica Minolta”: Konica Minolta Business Solutions (UK) Limited.
“Service Termination Sum”: the proportion of the unpaid OneRate Charge payable by the Customer on termination of the Services, representing the unexpired payments due to the end of the Initial Term.
“Site”: where the Products are to be supplied.
“Software”: the programs in object code form and either identified by the ref
“Spare Parts”: including but not limited to replacement components for parts that deteriorate from normal and regular usage of the Equipment, e.g. print heads and rollers.
“Support”: labour, Maintenance, services and advice whether given by telephone, e-mail or other remote medium provided during Working Hours on a Working Day.
“Termination Sum”: a sum equal to the total of all Rental Charges which would, but for earlier termination) become due and payable from the date of termination until the end of the Initial Term (or renewal or extension period) less a 2% yearly compounded discount for each Rental Charge.
“Terms”: these terms, any Existing Contract and/or Order for OneRate Plus Service and corresponding terms and conditions.
“Toner”: solely produced or supplied by the Service Provider in yellow, black, cyan and magenta.
"Total Loss": Products that whilst in use by or in the possession of the Customer, are lost, stolen, confiscated, requisitioned or damaged beyond economic repair.
"Working Day(s)”: Monday to Friday excluding UK bank and public holidays.
“Working Hours”: 09.00 to 17.30 on a Working Day.
1.1 These Terms apply to the sale, maintenance and service of the Products supplied under the OneRate Plus Service and OneRate Plus Charge and the leasing terms of such Products and shall apply where the Customer has no prior service or rental contract in place with the Service Provider.
2. DURATION
Unless otherwise stated, this Agreement shall commence on the date of last signature or the date the Products are supplied to the Customer, whichever is the sooner, and it shall continue for the Initial Term and renew for twelve (12) monthly intervals thereafter until termination in accordance with this Agreement.
3. SITE
3.1 The Customer shall, at its own cost, prepare the Site and where applicable and on reasonable prior notice, give the Service Provider access to enable the Service Provider to carry out a pre-site survey inspection to deliver and install the Products to enable it to provide the Services.
3.2 The Site at which the Products are located may be amended in writing and on prior written notice to the Service Provider (which must not be less than five (5) Working Days) including relocation of any Products to the Customer UK locations,
3.3 The Customer acknowledges that the Service Provider reserves its right to amend the OneRate Charge in relation to any relocated Products.
4. ORDERS, CHARGES & PAYMENT
4.1 Order:
a) The Customer must complete and sign the Order electronically.
b) In the absence of any Customer electronic signature and where OneRate Products and/or the OneRate Plus Service and/or appropriate funding has been supplied to, or arranged on behalf of, the Customer:
(i) these Terms shall apply to such Products, Services and funding and shall be deemed accepted to the exclusion of the Customer’s business purchase and/or rental terms, and
(ii) the Customer shall pay for the Products and Services on the agreed OneRate Plus Charge or where this has yet to be agreed, on the Service Provider’s usual pricing for such products and services.
c) Any Order received via the Service Provider’s website shall not be accepted by the Service Provider until evidenced when the Service Provider contacts the Customer to arrange delivery of the Products and/or the supply of the Services. The Service Provider has fourteen (14) days from submission of the Customer’s Order to notify the Customer that the Order has not been accepted, and where this applies, the Service Provider shall have no consequential liability to the Customer for its decision not to process the Order.
4.2 Charges:
a) The OneRate Plus Charge includes the supply of:
(i) Basic training per Equipment,
(ii) Consumables,
(iii) Spare Parts,
(iv) Modification parts,
(v) Remote installation, service and labour supplied on a Working Day during Working Hours for standalone Equipment and its ancillary items (excluding external interface aspects), and
(vi) If agreed in advance, Toner up to the manufacturers’ recommended usage.
b) The OneRate Plus Charge does not include the supply of:
(i) Services to non-Konica Minolta Equipment,
(ii) On-site Services or Services outside the UK,
(iii) Services outside Work Hours or Working Day(s)
(iv) Staples, paper and other output materials,
(v) Relocation of the Equipment.
(vi) Software or other solutions,
(vii) Services to correct:
a) Damage due to Customer’s misuse, negligence, excessive wear and tear,
b) water damage, fire or flood damage, power surge, or adverse environmental or other natural conditions experienced on Customer Site,
c) omission to operate the Products within design specification or contrary to the manufacturer’s instructions, whether written or verbal,
d) excessive toner order and/or usage (e.g. greater than average coverage),
e) modifications made to the Products other than made by the Service Provider or its authorised personnel,
f) the use of incompatible, defective or inappropriate Consumables supplied by any party other than the Service Provider,
g) the failure of, or changes to, or connection and disconnection from any external device (e.g. USB device) or system,
h) Product that has passed its duty life cycle or no parts are no longer available.
4.3 Cost Per Copy exceeding the Committed Volume Banding (i.e. over usage)
a) The OneRate Plus Charge is calculated on print usage at a Committed Volume Banding and any over usage will be taken from meter readings either retrieved from an Equipment(s)’s remote diagnostic facility and/or as provided by the Customer when requested. The Customer shall be invoiced the over usage as additional Cost Per Copy Charge above the Committed Volume Banding.
b) in the event that the Service Provider does not receive a meter reading from the methods described under Clause 4.3(a), the Service Provider will apply a charge based on estimated over usage.
c) Unless otherwise agreed, the OneRate Plus Charge is fixed for the first twelve (12) months of the Initial Term and will increase annually thereafter at the higher of the RPI rate prevailing in the preceding twelve (12) months or 5% per annum.
4.4 Payment:
a) The Customer shall pay the Service Provider in pounds sterling within thirty (30) days of the date of an undisputed invoice in full without any deduction, reduction, set-off, claim or counterclaim for damages.
b) If the Customer disputes the Charges, it must do so within twenty (20) days of the date of the invoice outlining the nature of its dispute,
c) The Customer may not dispute the Rental Charges (since the Rental Charges are the fixed rentals agreed by the Service Provider and/or Assignee at the outset of the OneRate Order) unless this is due to the Service Provider’s billing procedures, in which case, the Customer must notify the Service Provider as provided under Clause 4.4(b).
d) In the event that the Customer fails to comply with the Agreement or fails to pay any Charges within or by the agreed payment terms, the Service Provider shall without consequential liability to the Customer have the right to exercise the following:
(i) suspend the Services on seven (7) days’ written notice,
(ii) cease to provide the OneRate Plus Service,
(iii) withdraw the OneRate Plus arrangement, and/or
(iv) place the Customer’s Equipment maintenance and service requirements and requests on a time and material service and charging basis.
e) In addition to its rights under Clause 4.4(d), the Service Provider shall have the right to claim:
(i) interest on any overdue undisputed Charges at a minimum of 3% per annum above the bank lending rate of the Bank of England from the due date until payment in full; and
(ii) any costs incurred to make the Customer comply with the payment terms.
f) Where the OneRate Plus Service and/or applicable Charge is withdrawn, the Customer will be required to pay for all service on a cost per copy arrangement and/or on a time and material basis to be applied and calculated from the date of first non-compliance and/or breach of the Terms.
5. THE CUSTOMER’S OBLIGATION
5.1 As a condition precedent, the Customer must:
a) pay all invoices within agreed payment terms,
b) following delivery, use the Products in accordance with the manufacturer’s and the Service Provider’s instructions whether given orally or as set out in these Terms.
5.2 Excessive Use:
a) If monthly usage of Consumables, Spare Parts or labour exceeds the average or service becomes loss making, the Service Provider may adjust the cost for the OneRate Plus Service or impose additional charges.
b) Customers will be notified in advance of any change to the OneRate Plus Charge or additional charges as a consequence of Clause 5.2(a).
5.3 Monitoring and Enforcement:
a) Customers identified as exceeding fair usage limits (based on average usage of Consumables, Spare Parts or labour for the applicable OneRate Product model) will be notified and given an opportunity to adjust their usage.
b) Persistent excessive use in more than three (3) consecutive months may lead to an increase in the cost for the service plan element of the OneRate Plus Charge or ad hoc additional charges. Non-payment of the revised service plan or additional charges may result in termination of this Agreement.
5.4 At the expiration or earlier termination of the Agreement, the Customer must return any unused Toner, Consumables other and spare parts to the Service Provider and no later than five (5) Working Days, in default of which the Customer expressly permits the Service Provider to access to the Customer’s premises to remove any such Toner and Consumables and Spare Parts and accept in full all costs incurred by the Service Provider to arrange removal and collection.
6. INSURANCE, RISK AND TITLE
6.1 Risk in the Products shall pass to the Customer upon Delivery.
6.2 The Customer shall from Delivery:
a) keep the Products safe and secure at the Site for its business use only,
b) not sell, dispose of, lend, hire or part with possession of the Products,
c) not alter, modify or add to the Products without the prior written consent of the Service Provider,
d) not do or permit any act nor purport to do or permit any act which would or could have the effect of subjecting the Products or any of them to any encumbrance or to become a fixture, and
e) bear all risk of loss of or damage to the Products from Delivery (whether such risk is insured against or not).
6.3 The Customer shall insure the Products with a reputable insurer for the greater of either the:
a) full cost of replacing it; or
b) the amount that would be payable under clause 15 to settle this Agreement from the Effective Date of this Agreement until repossession of the Products by the Service Provider against all the risks insured against by prudent persons, including third party, public liability claims and risks of terrorism.
6.4 If a Total Loss occurs, the Customer shall at the Service Provider or Assignee’s discretion:
a) within twenty-eight (28) days replace the same with equivalent Products to that lost, stolen, confiscated, requisitioned or damaged, such equivalent Products being new and of the same or greater value (measured by reference to capital cost as new) and being of the same or higher specification and utility and the Service Provider will give the Customer any relevant insurance monies the Service Provider receives ; or
b) settle this Agreement by paying the Service Provider and/or the Assignee, whomever is appropriate, the Rental Charges/rentals left owed under this Agreement, including all sums under clause 15.
6.5 In the event that the Customer does not comply with the request under clause 6.4 or in the event the insurance policies provided are not acceptable to the Service Provider and/or Assignee, the:
a) Customer will indemnity the Service Provider or the Assignee, whichever is applicable, the full cost of any insurance arranged by the Service Provider; and
b) Service Provider shall collect the insurance premiums from the Customer, payable within thirty (30) days of request.
7. SOFTWARE
7.1 The Customer shall use the Software in accordance with all software licences required by the licensors including licences (if any) for software included within the Equipment.
7.2 In the event of any conflict between the terms of the applicable licensor's licence agreement and this Agreement, the licensor's conditions shall prevail only in relation to the use of the Software.
7.3 The Service Provider reserves the right to substitute the Equipment or Software or part thereof with equipment or software, which will operate in accordance with or in excess of the Solution.
8. SERVICE PROVIDER'S WARRANTY
8.1 The Equipment may be new or remanufactured and supplied with the warranties applicable to new Equipment.
8.2 Whilst the Service Provider can help the Customer to select Products and Services based on the Requirements specified by the Customer, the Customers assessment and selection of the Solution remains the Customer's sole responsibility without recourse from the Service Provider,
8.3 The Service Provider warrants that the Equipment will perform to the manufacturer's specification. If an item of Equipment fails to perform to the manufacturer’s specification and as long as this is not attributable to the Customer's use of the Equipment or contrary to clause 5 above and/or the manufacturer's instructions or Service Provider's training or guidance, the Customer may request a replacement Equipment in accordance with clause 6.
8.4 The Service Provider warrants that the Services and any Additional Services shall be performed in accordance with the approved standard of the manufacturer, Good Industry Practice, and the Service Provider's own established procedures and practices.
8.5 The warranties given within this Agreement are the Service Provider's only warranties concerning the Products and Services and made expressly in lieu of all other warranties, representations or conditions, express or implied, by statute, common law, or otherwise arising under contract or tort.
9. THE CUSTOMER'S WARRANTY
The Customer will:
a) following Delivery, keep the Products at the Site,
b) provide the Service Provider with such information, as it requires to perform its obligations under this Agreement. Such information must be in writing, complete and correct and provided within reasonable timescales,
c) grant the Service Provider such access to the Site and Products as the Service Provider may reasonably require in order to provide the Services,
d) provide all assistance, Material and other information necessary for the Service Provider to diagnose and/or remedy any fault, and
e) maintain current backups of all data and adequate virus protection systems for its business.
10. LIABILITY
10.1 Neither Party shall exclude or limit liability (if any) for:
a) Fraud,
b) Death or personal injury resulting from the Parties' or their employees' negligence; or
c) Any matter which cannot be excluded by or limited in law.
10.2 Except as set out in clause 10.1, the Parties' liability, arising out of any one or series of events; whether in contract, tort (including but not limited to negligence) or otherwise, to the other Party shall be the lower of:
a) Any and all loss of or damage to tangible property shall not exceed two hundred thousand pounds sterling (£200,000);
b) Any other loss or damage that is not excluded in clause 10.3 shall be limited to either:
(i) the Charges paid and/or invoiced and payable in the previous six (6) months; or
(ii) one hundred thousand pounds (£100,000).
10.3 Except as set out in Clause 10.1, neither Party shall be liable to the other Party, whether in contract, tort (including but not limited to negligence) or otherwise for any of the following types of losses:
a) Loss of profits; or
b) Loss of revenue; or
c) Loss of or depletion to goodwill; or
d) Loss of use of or damage to data or software; or
e) Infection of or damage or interference caused to any computer operating systems or programmes (or part thereof) not caused by the Service Providers agents; or
f) Loss or damage suffered by a Party as a result of an action brought against the other Party by a third party.
10.4 The Service Provider shall not be responsible for any failure or delay in performing its obligations to the extent that such failures or delays are caused by any:
a) Inaccuracies or omissions in specifications information supplied or not supplied by the Customer,
b) Acts or omissions of the Customer or a third party (other than the Service Provider's agents); or
c) Delays in or failure by the Customer to perform any of its obligations under the Agreement.
10.5 The Service Provider has calculated the Charges and Additional Charges (when applied) on the basis of the exclusions and limitations of liability contained in this Agreement. The Customer expressly agrees these exclusions and limitations are reasonable and are a true reflection of the Charges which would be higher without these provisions.
10.6 The Customer shall indemnify the Service Provider and/or Assignee from and against:
a) loss, theft, destruction of or damage to the Products from whatever cause arising from the Customers' negligence or that of the Customers' employees or agents; and
b) all claims, demands, proceedings (civil or criminal), penalties, fines, liabilities, losses, damages, cost (including but without limitation legal costs on full indemnity basis) and expenses of whatsoever nature which may be brought against the Service Provider and/or Assignee or which the Service Provider and/or Assignee may suffer, incur or sustain in connection with or arising directly or indirectly out of this Agreement except for death or personal injury caused by the Service Provider and/or Assignee wilful negligence. This indemnity will survive and remain in full force and effect notwithstanding termination of this Agreement.
11. INTELLECTUAL PROPERTY
11.1 The Intellectual Property Rights of either Party shall always remain with the owner, and the Customer is not granted any rights in any Intellectual Property embodied in the Products, Services and Additional Services developed by the Service Provider on behalf of the Customer, including but not limited to:
a) All patent, copyright; trademark and other Intellectual Property Rights therein; and
b) All methodologies, processes, techniques, ideas, concepts, trade secrets and knowhow embodied in the Products, Services and Additional Services.
11.2 Except to the extent that such operations cannot be prevented or restricted by law, the Customer is not permitted to modify, reverse engineer or decompile the Products in anyway whatsoever.
12. FORCE MAJEURE
12.1 Either Party may terminate this Agreement upon thirty (30) days' prior written notice, if the Services cannot be resumed within a period of sixty (60) days after the happening of a Force Majeure event.
12.2 Upon termination for reason of a Force Majeure event the Customer will pay any arrears and all Charges due and owing up to the date of termination save for the exception expressed under Clause 12.3.
12.3 Where termination is for reason of a Force Majeure event, the Customer will pay the Termination Sum, as continued payment of the Rental Charge is expected whether or not the Equipment is in use as a condition of lease funding being granted to the Customer.
13. DATA PROTECTION & CONFIDENTIALITY
The following is to be read along with the Service Provider’s Data Protection Agreement
13.1 Except as in relation to any Assignee or sub-contractor referred to in clause 14 or any employee within the Parties' respective group of companies, neither Party shall, without the prior written consent of the other Party, use, publish, or disclose to any other person, nor cause or permit any of its employees, agents or sub-contractors to use, publish or disclose any Confidential Information which it has received from the other, otherwise than for the performance of its duties under this Agreement; other than Confidential Information which:
a) becomes generally available in the public domain other than by its unauthorised disclosure by the receiving party; and/or has or may come into the possession of one Party otherwise in breach of a duty of confidence to the other Party; and/or
b) is already in the possession of a Party with the right to disclose; and/or
c) is required to be disclosed by law, expressly including the obligations of Public Bodies under the Freedom of Information Act.
13.2 The Customer will ensure that any Personal Data provided to the Service Provider has been obtained fairly and lawfully and that it has obtained all necessary consents and otherwise complied with Data Protection Law to enable it to pass such Personal Data to the Service Provider and for the Service Provider to process such Personal Data in accordance with this Agreement.
13.3 For the purposes of any processing under this Agreement, the Customer agrees it is the 'Controller' and the Service Provider is the 'Processor' as such terms are defined under Data Protection Law.
13.4 The Customer shall indemnify the Service Provider against all losses, costs, expenses (including but not limited to legal cost and disbursements), damages, liabilities, demands, claims, action or proceedings which the Service Provider sustains or incurs as a result of any breach by the Customer due the provisions of this Clause 13.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 Neither Party shall assign, transfer and/or sub-contract any benefit or obligation under this Agreement without the other Party's prior written consent, save that the Service Provider will be permitted to:
a) assign any benefit under this Agreement to an Assignee for the purpose of arranging lease funding for the rental of the Products such assignment to include the right to enforce recovery of any Rentals due and owing and not recovered by the Service Provider; and/or
b) sub-contract the Services to a third-party supplier.
14.2 Where the benefit of this Agreement is assigned, the Customer understands and accepts the Assignee’s sole obligation will be to finance the supply of the Equipment and any settlement amount (if applicable), and that the Assignee is entirely separate from the Service Provider and the Assignee will not be responsible for the supply or maintenance of the Equipment.
14.3 Customer’s indemnity on termination to the Assignee:
The Customer’s obligation to pay Rentals and other amounts owed (whether to the Service Provider or to the Assignee) will not be affected, reduced, discharged or otherwise impacted by any termination or dispute of the provision of any service or maintenance and the Customer will indemnify the Assignee at all times from and against:
(i) loss, theft, destruction of or damage to the Equipment from whatever cause arising and whether or not such loss, theft destruction or damage results from your negligence or that of your employees or agents; and
(ii) all claims, demands, proceedings (civil or criminal), penalties, fines, liabilities, losses, damages, costs (including but without limitation legal costs on a full indemnity basis) and expenses of whatsoever nature which may be brought against the Assignee or which the Assignee may suffer, incur or sustain in connection with or arising directly or indirectly out of this Agreement except for death or personal injury caused by the Assignee’s negligence. This indemnity will survive and remain in full force and effect notwithstanding termination of this Agreement.
15. TERMINATON
15.1 The Service Provider may terminate this Agreement with immediate effect on written notice, if:
a) the Customer fails to make payment of any Charges within the Services Provider's agreed payment terms or at all,
b) the Customer fails to remedy any breach of any term of this Agreement within thirty (30) days of receipt of written notice given by the Service Provider to the Customer,
c) a Total Loss occurs,
d) the Customer tries to sell the Products or do anything that affects the ownership and rights in the Products.
e) the Customer or any guarantor of this Agreement is unable to pay its debts as they fall due, or becomes bankrupt, or begins negotiations,
f) the Customer takes any steps to enter, or enters, into an arrangement with its creditors, or goes into liquidation or administration, or has a receiver or administrative receiver appointed over all or any of its assets, or is dissolved, or and/or convenes a meeting with its creditors,
g) a bailiff or other officer attaches, cedes, or impounds any of the Customer's goods pursuant to a Court Order or in Scotland an attachment is levied or attempted against any of its assets,
h) if the landlord of the Site where the Products are kept threatens to take any steps of distrain over the Products or in Scotland to exercise its right of hypothec over them or any of them,
i) if the Customer ceases to carry on business or a material part of its activities,
j) if there shall be any material change (e.g. fifty percent (50%+)) in the shareholding control of the Customer,
k) if the Service Provider becomes aware that any information supplied by the Customer pursuant to this Agreement is found to be false in a material respect,
l) where the Customer is in material breach of any loan, debt or other financial obligation to the Service Provider or another company in the group of companies of the Service Provider.
15.2 In the event of termination under clause 15.1, the Customer will immediately pay to the Service Provider (or where applicable, it's Assignee) any arrears, plus the Service Termination Sum and Termination Sum,
15.3 The Customer may terminate the provision of Services under an Order Form with immediate effect on prior written notice if the Service Provider is in persistent material breach of any term of this Agreement provided that it has notified the Service Provider in writing of the breach and given the Service Provider not less than thirty (30) days in which to correct the breach.
15.4 Termination of this Agreement for Customer cause will be conditional upon the Customer paying the Termination Sum and all contractually due payments under the Agreement to the Service Provider or its Assignee. Unless and until the Service Provider receives such amounts in full this Agreement will continue with all payments falling due and payable in accordance with its terms.
15.5 In the event of termination of the provision of Services pursuant to the Service Provider’s fault and to protect the Assignee's interest in the Equipment, the Customer will either:
a) enter into a service agreement with a third party authorised service provider of the manufacturer to provide the Services (to maintain the Products) and will continue to pay all Rental Charge(s) to the Assignee (or where payment is collected) by the Service Provider for the remainder of the Term; or
b) immediately pay the Assignee, the Termination Sum and all contractually due payments in respect of the Products.
16. RETURN CONDITIONS
16.1 On expiry or termination for Customer fault of this Agreement and where title for the Products remain with the Service Provider or Assignee, the Customer shall arrange, at its own expense (unless the termination is due to the Service Provider's breach in which case such expenses shall be met by the Service Provider), for the Products to be returned within five (5) working days of the termination or Expiry Date ("Return Date") to the UK address specified by the Service Provider. In the event the Customer fails to return the Products by the Return Date, the Service Provider shall be entitled to claim liquidated damages from the Customer. The liquidated damages shall be calculated in accordance with clause 16.2.
16.2 The liquidated damages, which the Parties agree are a genuine pre-estimate of the costs to be incurred by the Service Provider in arranging the return of the Products, shall be calculated at the rate equivalent to the quarterly Rental Charge pro rota for each day of the delay payable by the Customer (including any OneRate Plus Charges incurred during this period) until such time as the Products are returned to the Service Provider.
16.3 The payment of liquidated damages shall not relieve the Customer from its obligations to return the Products or pay all due OneRate Plus Charges in accordance with this Agreement.
16.4 The Products will be returned in the same original, working order as when the Customer accepted it, taking into account normal wear and tear resulting from its proper use. The Service Provider shall determine whether damage constitutes fair wear and tear. All data stored in the Products (whether intentionally or otherwise) shall be removed from the Products by the Customer prior to its return as the Service Provider accepts no liability for any Customer data not so removed.
16.5 Data wiping, erasure, deletion:
(i) The Customer remain responsible for the information, commercial or of a personal nature, created and retained on your Konica Minolta equipment following delivery through to return to Konica Minolta or the Assignee, at the end of the OneRate Plus Service.
(ii) Prior to collection of any equipment by Konica Minolta (or its authorised carriers), information held on the equipment must be wiped, deleted and/or otherwise destroyed as a mandatory condition of return at the Customer’s business cost without contribution by the Service Provider.
(iii) Neither Konica Minolta nor its carriers will be liable for any risk or loss that may arise from any information subsequently disclosed, where the Customer has failed to carry out wiping, deletion or destruction. The Customer should contact its Remote Support Team or account manager for details about the Service Provider’s chargeable date wiping service.
16.6 Where the Customer does not comply fully with the returns’ provisions, the Service Provider may arrange for the Products to be removed and returned. Should this become necessary, the Customer shall indemnify the Service Provider for all costs, charges and expenses (including legal costs on a full indemnity basis) incurred by the Service Provider from any claim made against it by the Assignee, and the Customer waive all claims for any damages arising from the Service Provider removal of the Products. Furthermore, the Customer shall pay to the Service Provider any reasonable expenses resulting from failure by the Customer to maintain the Products in accordance with the condition described in 16.4. The Customer warrants that it shall provide the Service Provider with reasonable access to the site where the Products are located in order that the Service Provider may perform such removal.
17 GENERAL PROVISIONS
17.1 This Agreement contains the entire agreement between the Parties in respect of the supply of the Products, Services and Additional Services, to the exclusion of any other document (for example, the Customer's purchase order or terms. No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the Parties with respect to this Agreement,
17.2 This Agreement may be varied in writing as agreed and executed by senior authorised officers of each Party.
17.3 If any clause or part of a clause is found to be unenforceable then that clause or part may be severed and will not affect the enforceability of any other provisions of this Agreement.
17.4 The waiver of a breach or default by either Party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right; power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party,
17.5 Save as otherwise expressly provided all Charges and Additional Charges are expressed exclusive of value added tax ("VAT") and any VAT arising in respect of any supply shall be paid by the Customer in addition to the Charges.
17.6 This Agreement shall be governed by and construed under English law and the Parties irrevocably submit to the exclusive jurisdiction of the English courts.
17.7 Any notice shall be in writing and served upon the recipient at its address set out in this Agreement by registered post or receipted email.
17.8 Except as in relation to any Assignee or sub-contractor referred to in clause 14, the Partes hereby agree that a Person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.