Agreement Means together the ‘Customer Details’, ‘Agreement Details’, ‘Equipment Schedule’, and ‘Terms & Conditions’Equipment As defined in the Equipment Schedule Customer The Customer as defined in Customer Details IDENTISYS Identisys Ltd. 5 Melbourne House, Corby Gate Business Park, Priors Haw Rd, Corby NN17 5JG Maintenance Services As defined in clause 2 ‘Services provided’ below Maintenance Hours 09.00-17.00 Monday to Friday excluding bank, statutory and public holidays Start Date As defined in Agreement Details Purchasing New equipment imported from our manufacturers will be shipped by over road method, thereon referred to as normal delivery unless a pre-arrangement has been made at the time of accepting the quotation Payment Terms for equipment UK existing customers with an existing credit account 60% deposit with order, 40% 30 days following delivery & installation NEW & overseas customers 60% deposit with order, 40% before shipment or installation ALL quotation pricing is subject to shipment / delivery costs unless otherwise specifically stated in commercial quotation Invoice Payment terms are 30 days from invoice date Warranty NEW equipment purchased will automatically have a 12-month RTB manufacturer’s warranty for faulty parts this is subject to Manufacturers terms & conditions, labour costs to diagnose and repair will be covered by Identisys Clarification “RTB = RETURN TO BASE” means the equipment will be repaired under warranty 12-months from installation date or date equipment arrived at location if shipped to destination without an installation service, this includes the replacement of any parts this will be carried out by Identisys or a appointed service agent if specifically part of the Manufacturers conditions of warranty, repairs will be carried out at the above address of 5 Melbourne House, Corby Gate Business Park, Priors Haw Rd, Corby NN17 5JG where practical Shipping charges will be paid for “both ways” by customer NEW equipment purchased WITH a support contract in place will have an engineer attend site within the specifications of the particular contract to repair the machine Pre-used equipment may have conditions set in commercial quotation but generally will have a standard 3 month return to base warranty unless a support contract is current at time of failure, Support Contracts Contracts commencing on equipment previously un-supported by Identisys (for a period of 6 months or greater) will be subject to an inspection fee and any repair work and parts will be advised prior to fitting to initially bring the equipment to “good working order” before cover is accepted by identisys, referred to as “contract first service” Equipment End User (Location Address) Complete customer details including contact telephone numbers 1. Term a) The term of this Agreement shall be 12 Months from the Start Date and shall continue thereafter from year to year until terminated by either IDENTISYS or the customer giving the other not less than 60 days’ notice in writing before the anniversary, such notice to expire not earlier than 1 year from the Start Date subject to earlier termination as provided in the Agreement. b) All invoices relevant to this contract are subject to IDENTISYS standard payment terms of 30 days from date of invoice. c) This contract becomes valid when duly signed by IDENTISYS and the Customer. d) Service will be honoured from stated commencement date or date of signing which is the later. 2. Services Provided a) IDENTISYS agrees to provide Maintenance Services (as set out in this Clause) in respect of the Equipment from the Start Date or the date this Agreement is signed by both parties if later. (i) Upon receipt of notification from the Customer that the equipment has failed or is malfunctioning, IDENTISYS shall during the Maintenance Hours make such repairs and adjustments and replace such parts of the Equipment as may be necessary to restore the Equipment to its proper operating condition. (ii) IDENTISYS agrees that the maximum time from receipt of a Customer fault notification to the time when an engineer arrives on site shall be defined in the Agreement Details under ‘Response Time’. (iii) IDENTISYS may agree to provide remedial maintenance to the Customer outside Maintenance Hours subject to the Customer paying the standard call rates in force at the time. 3. Exclusions The maintenance provided under Clause 2 above does not include: - i) Any maintenance of the Equipment which has been necessitated as a result of any cause other than fair wear and tear including without limitation the neglect or fault of the Customer or any third party. ii) Any maintenance of the Equipment which has been necessitated because the Equipment has been altered or added to or connected by mechanical or electrical means to any other machine or device without prior written consent from IDENTISYS. iii) Any maintenance of the Equipment which has been necessitated because the machine has been re-located without prior written consent from IDENTISYS to any place other than the Equipment End User location stated in the Customer Details (defined as a site not a building). iv) Any maintenance of attachments or associated equipment which does not form part of the Equipment as defined in the Equipment Schedule. v) Any maintenance of consumables, printer elements, i.e. printer heads, character sets, or any items defined within the contract. LIABILITY i) IDENTISYS shall not be liable for any loss or damage sustained or incurred by the Customer or any third party resulting from any breakdown of a fault in the Equipment unless such breakdown or fault is caused by the negligence or wilful misconduct of IDENTISYS, its employees, agents or sub-contractors or to the extent that it arises from unreasonable delay in providing Maintenance Services. ii) The customer shall indemnify IDENTISYS against any losses or damage to property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Customer its employees, agents or sub-contractors. iii) Except in respect of injury to or death of any person the liability of IDENTISYS and the Customer under this Clause in respect of each event or series of connected events shall not exceed £2 (two) million. iv) Notwithstanding anything else contained in this Agreement IDENTISYS shall not be liable to the Customer for loss of profits or contract or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever. v) Neither party shall be liable for any delay or failure to meet their obligations under this Agreement if due to circumstances beyond that party’s reasonable control. Termination a) Either party shall be entitled to terminate this Agreement forthwith on notice in the event that: - i) The other shall commit any act of bankruptcy or have a receiving order made against it or make any arrangement or composition with its creditors or shall pass a resolution for voluntary liquidation (except for purpose of amalgamation or re-organisation) or a court of competent jurisdiction shall make an order to that effect or the other party shall have a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall cease to carry on business. ii) The other shall commit any major breach of its obligations and in the case of a breach capable of being remedied (other than an failure to make payment) shall have failed within thirty days after receipt or a request in writing from the other party to do so, to remedy the breach. b) IDENTISYS shall be entitled to terminate this Agreement forthwith on notice in the event that the Customer shall fail to make payments within 30 days of receipt of invoice. 4. Charges i) The charges under the Agreement are subject to review annually by IDENTISYS any may be changed upon 90 days written notice to the Customer to expire on an anniversary date. ii) All charges are exclusive of Value Added Tax. iii) All charges under this Agreement other than for Maintenance provided outside Maintenance Hours are payable in advance at a frequency defined in the Agreement Details. Invoices shall be paid by customers within 30 days of receipt. 5. Customer Obligations The Customer shall: - i) Ensure that the environmental and supply conditions suitable for the Equipment are maintained in accordance with the equipment manufacturer’s specification as shown in the handbook. ii) Keep and operate the equipment in a proper and prudent manner and ensure that only trained employees are allowed to operate the equipment. iii) Ensure reasonable co-operation with IDENTISYS engineers in the diagnosis of the reasons for any malfunction of the equipment. iv) Not to make any modification to the Equipment without written consent from IDENTISYS. v) Not to attempt to repair or maintain the Equipment or authorise any other person to do so. vi) Provide IDENTISYS with full and safe access to the Equipment for the purpose of the Agreement. vii) Make available to IDENTISYS free of charge all facilities and services reasonably required in order to perform the Maintenance Services. viii) Not to move the Equipment to another site without prior written consent from IDENTISYS. 6. General a) Any notice or other communication given hereunder shall be in writing and mailed to the IDENTISYS address shown on the first page of this Agreement or the Customer address shown in the Customer Details section of this Agreement or to such other address as such party shall have designated in writing. ii) Any notice given shall be validly given if sent by first class post and such notices shall be deemed served within 48 hours of despatch. iii) This Agreement supersedes all prior agreements and arrangements between the parties with respect to the provision of Maintenance Service iv) No addition or modification to this Agreement is binding unless singed by a duly authorised signatory for each of the parties b) This Agreement shall be governed by the laws of England and constitutes the entire agreement between IDENTISYS and the Customer with respect to the provision of Maintenance Services. Deposits 1. Deposit for UK bound systems is 60% with purchase order and 40% payable 30 days after installation if customer has an existing credit account with Identisys and Identisys are installing & commissioning the equipment. 2. Deposit for UK bound systems is 60% with purchase order and 40% payable prior to dispatch if Identisys are not installing & commissioning the equipment and the customer does not have a credit account with Identisys. 3. Deposit for systems destined for overseas is 60% with purchase order and 40% payable before shipping to location, ANY shipping cost must be paid before systems are dispatched unless customer is providing and paying for own method of transport. 4. Any consumables or items purchased by companies with an Identisys credit account will be subjected to the terms and credit limit agreed. 5. Identisys invoice T&C’s are 30 days on receipt of invoice unless an existing agreement has been made. 6. Identisys reserve the right to charge interest and an administration fee on overdue invoices. 7. Any items supplied remain the property of Identisys LTD until paid for in FULL. 8. ALL deposits are non-refundable. LOGGING A SUPPORT REQUEST ON-LINE PROCEDURE Visit Identisys website at www.identisys.co.uk click on the SUPPORT tab this will take you to the Identisys support login page whereby you can complete an on-line support ticket request, once completed you will receive confirmation to a nominated email address, our engineers will receive the call ticket and make contact via the details submitted (we will only call twice to make contact so the number should be manned in order to continue a technical response) you can visit the call ticket once raised to track progress, the nominated email address will receive an email on completion TELEPHONE PROCEDURE In the event of equipment failure, phone the following number and ask to place a fault call; (01604) 710 462 The following information will aid the process of repairing your fault, please have all details at hand: COMPANY NAME FULL ADDRESS CONTACT NAME CONTACT TELEPHONE NUMBER SITE LOCATION (If different to above) SITE CONTACT SITE TELEPHONE NUMBER EQUIPMENT TYPE (if applicable) SERIAL NUMBER (if applicable) NATURE OF FAULT (As detailed as possible) At this point the support request will be logged and a number will be provided for future reference.