1.1. In consideration for Aspen Solutions Ltd (Aspen) providing all necessary maintenance service, the customer (as defined herein) agrees to pay the agreed maintenance charge as specified overleaf.
2.1. This Service Agreement will commence upon delivery of devices listed overleaf. The initial Service Period will also be detailed overleaf as being either the Initial Term, after which the Service Agreement will become automatically renewable on a rolling 90 day basis. Until terminate as per Clause 10 of this agreement.
3.1. Consumable supplies usage will be monitored through meter reading submitted at supplies ordering.
3.2. We will use all commercially reasonable efforts to achieve delivery of the supplies to you within three working days of an order being placed.
3.4. Additional Costs may be occurred for levels of consumable usage that fall out with the manufacturers recommended parameters.
- Replacement Parts and Exchange Products
4.1. In the maintenance of any product, we may use new, or equivalent to new, parts or assemblies for equal or improved quality. All nonworking parts and assemblies become the property of the Aspen. The return process will be handled according to our current procedure.
- Service Coverage Eligibility
5.1. Save for products which are already covered by a service agreement, products are only eligible for coverage when all previously existing faults have been repaired. You are responsible for identifying any performance deficiencies prior to, or at the time of requesting service coverage. The performance will be brought up to the manufacturer’s specifications at the current callout rates, which may include a charge for lab our and parts.
- Telephone Support and Remote Diagnostics
6.1. To ensure that the product is repaired as quickly and efficiently as possible, you will first work cooperatively with Telephone Support to try to repair the product. If the product contains features that enable us to diagnose and repair problems with the product remotely, we may, in certain situations, request access to your printer remotely to assist the trouble shooting process. You agree to consent to such a process. Onsite service is at our sole discretion. Service will be during normal business hours of Monday to Friday between 09:00 and 17:00 (excluding bank & public holidays.) You shall use best endeavours to ensure that you cooperate to the extent necessary to permit service to be performed efficiently and without interruption.
Service shall not include:
7.1. Maintenance or repair caused by the use of Consumables, Parts or paper, which have not been approved by Aspen: or
7.2. Any servicing or maintenance required outside normal working hours of 9:00 am to 5:00 pm Monday to Friday excluding bank holidays: or
7.3. Maintenance or repair caused by neglect or misuse of the Equipment. (The decision of Aspen as to whether misuse has occurred shall be final): or
7.4. Maintenance or repair caused by the removal of the equipment from the approved place of installation thereof during the term of this agreement.
7.5. Support of third-party software or hardware.
The cost of time and material expended by the pursuant to paragraphs 9.1 to 9.5 inclusive shall be invoiced at Aspen Solution Ltd standard rates.
8.1. Either party may terminate by advising the other in writing with no less than 90 days written notice of termination.
8.2 Aspen reserves the right to terminate the agreement if the customer enters or proposed to enter into any insolvency agreements with its creditors.
- Effects of Termination
9.1. If the customer cancels the agreement before the initial term has expired Aspen are eligible to recover an average monthly charge based on previous meter readings for the remainder of the initial term.
9.2. Aspen will also be provided access to the device(s) to remove all consumables supplied under the service agreement. If not Aspen reserve the right to charge for a full set of consumables (Toners and Drums) for each device on the service contract.
9.3. Cancellations that are received after the initial term has expired will require 90 days’ notice to be settled before the customer is released from the agreement.
10.1. Following the expiry of the Initial term, the Agreement is automatically renewed annually on a rolling 90-day basis. The maxi mum renewal period is up to the end of life of the device(s) as determined by manufacturer to which this Service Agreement relates.
- Meter Readings
11.1. We will provide software to access automatic meter readings at a charge of six pounds per unit per month. This software will also proactively monitor the devices and form a schedule of preventative maintenance.
11.2. Where automatic meter reading is not available, you will be contacted to provide meter readings. If for whatever reason, we are unable to obtain the reading we will invoice you on an estimated basis and adjust the invoice in the next billing cycle.
- Enhancements or Upgrades
12.1. Firmware updates will be provided under this Service Agreement.
- Maintenance Releases
13.1. Maintenance releases may be required to cover performance problems and will be provided under this Service Agreement were deemed applicable by us. 13.2 We will only supply maintenance releases for software and firmware that are at the latest and next to latest revision levels or as permitted by the manufacturer.
- Response Time
14.1. We will make commercially reasonable efforts to respond to requests determined to require an onsite visit. For the avoidance of doubt, we will ensure onsite visits under this Service Agreement take place in advance of those users without service agreements. Response times may differ between products and geography.
14.2. Unless a specific SLA agreement is agreed separately to this agreement.
14.3. Aspen reserve the right to replace the device with a like for like model to fulfill our commitment under the service agreement if the original device is damaged beyond economical repair or the parts become constrained.
- Installation / Reinstallation
15.1. Product Installation is not covered under the terms of this Service Agreement. Upon request from you, we will supervise product relocation, including, crating, uncarting and reinstallation, or perform other associated services at the then current per call chargeable service rates.
16.1. We reserve the right to appoint third parties to act as our agents or subcontractors in performance of our service obligations under this Service Agreement. All references herein to us shall be deemed to include our agents or subcontractors.
17.1. Pricing will be reviewed throughout the term of this Service Agreement any changes will be communicated 30 days prior to any such deviations.
17.2. Price increase of above 10% will be communicated with 30 days’ notice.
17.3. We reserve the right to issue a minimum bill of £25.00 per month across the contract if copies charges fall below this value.
- Invoices and Payment
18.1. You shall pay amounts invoiced within thirty (30) days of the date of the invoice. If you pay by direct debit, payment will take place on, or after, 30 days following the invoice date.
18.2. Unless otherwise agreed between the parties, payment shall be made in the invoiced currency for the duration of the contract.
18.3. We reserve the right to withhold service and the supply of consumables hereunder if you fail to make any payment when due.
18.4. If we withhold Services due to non-payment, the charges under the Service Agreement do not cease. We reserve the right to claim interest on late payments at the rate set by local law.
19.1. Any taxes imposed on us or which we have a duty to collect in connection with service of any products will appear as separate items on your invoice. If you are exempt from any such charges, it is your responsibility to supply us with evidence of such exemption.
- Limitation of Liability
20.1. We exclude all warranties, conditions, and other terms, express or implied, by statute or otherwise, including but not limited to reasonable skill and care and timeliness of performance. Where local laws provide for more stringent obligations which cannot be excluded by agreement, the minimum obligations imposed by those local laws will apply. Save where prescriptive laws provide otherwise, in no event shall we or our vendors be liable for any indirect, special, incidental, or consequential damages arising out of the service provided hereunder, even if we or the vendor have advance notice of the possibility of such damages. Subject to clause 10 and save where prescriptive laws provide for a higher minimum figure, our liability for all claims, arising out of the provision of service under this Service Agreement shall be limited to the annual cost of the services provided under this Service Agreement.
21.1. You agree that product service parameter and usage rate data may be retained by us and our agents, sub contractors, or employees for service costing, reliability enhancement and service marketing analysis purposes. Both parties will comply with all applicable data protection and privacy legislation and regulations in any relevant jurisdiction.
22.1. The failure of either party to enforce at any time any provision of these terms and conditions shall not be construed as a waiver of such provision or the right thereafter to enforce each and every provision. No waiver by either party, either express or implied, of any breach of any of these terms and conditions shall be construed as a waiver of any other breach of such term or condition.
23.1. You may not assign or otherwise transfer its rights or obligations hereunder without our prior written consent. No attempt to assign or transfer in contravention of this provision shall be binding upon us.
- Governing Law
24.1. This agreement shall be governed in accordance with Scottish Law.
- Legal Costs
25.1. If litigation or collection is commenced to enforce any provision of this Service agreement, Aspen shall be entitled to recover reasonable costs, including legal fees and collection costs.
26.1. All complaints must be put in writing to Aspen.
- Rental Contracts
27.1. Rental agreements will run for the initial term. Unless agreed otherwise on the client agreement.
27.2. The devices will remain the property of Aspen.
27.3. Devices must be comprehensively insured by the hirer.
- Lease Agreements
28.1. This contract is independent of any lease agreement for the devices listed and has no obligations under the separate lease agreement.
28.2. Cancelling or settling the associated lease agreement will also act as termination of this client agreement.