1.

SERVICES

1.1

Vohkus has agreed to provide to the Customer the hardware break fix services set out in Schedule 1 (Services) with effect from the [date] until [date] (Term)/between the dates specified in Schedule 2.

1.2

The Customer acknowledges and agrees that Vohkus has appointed Cameo Computer Services (UK) Limited (registered number 02641951) (Cameo) as its sub-contractor, to perform all or part of the Services. Customer acknowledges and agrees that it has no contractual relationship with Cameo and accordingly the Customer shall direct all communications relating to this Agreement to Vohkus.

1.3

Vohkus shall provide the Services on the terms and conditions set out in Schedule 1.

1.4

In the event of any inconsistency between the provisions of Schedule 1 and this Agreement, the provisions of this Agreement shall prevail.

2.

PAYMENT

2.1

The charges payable by the Customer for the provision of the Services totals £[XXX] excluding VAT (Charges). 

2.2

The Charges are payable in full by the end of the calendar month following the date of invoice.

2.3

Where the Term continues for a period exceeding 12 months, Vohkus may notify Customer of an increase in the Charges on 60 days’ written notice. 

3.

WHOLE AGREEMENT

3.1

This Agreement (including the Schedules) constitutes the whole Agreement between the parties relating to the transactions contemplated by this Agreement (including the Schedules) and supersedes all previous Agreements between the parties relating to those transactions. Except as required by statute, no terms shall be implied (by custom, usage or otherwise) into this Agreement. 

3.2

Subject to clause 3.3, each party acknowledges that in entering into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance made by or on behalf of any other party before the date of this Agreement. Each party waives all rights and remedies which, but for this clause 3., might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. 

3.3

Nothing in this clause 3. limits or excludes any liability for fraud. 

4.

NOTICES

Any notice to be served under this Agreement shall be delivered or sent by post or electronic mail to the party to be served at its address set out below: 

(a)

to Customer at: [Address] 

Email: as provided by Customer in accordance with this clause 4 

(b)

to Vohkus at: 

Vohkus Ltd, Centurion House, Barnes Wallis Road, Segensworth, Hampshire, PO15 5TT
FAO: Company Secretary 

Email: notices@vohkus.com 

or at any other address or to any other addressee as it may have notified to the other party in accordance with this clause 4.. Any notice sent by post shall be sent by prepaid first class recorded delivery post (if within the same country (in which case it is deemed received two working days after it is sent)) or by prepaid airmail (if sent internationally (in which case it is deemed received seven working days after it is sent)). In proving service of a notice or document it shall be sufficient to prove that delivery was made and recorded. 

5.

COUNTERPARTS 

This Agreement may be executed in any number of counterparts, all of which, taken together shall constitute one and the same Agreement, and any party (including any duly authorised representative of a party) may enter into this Agreement by executing a counterpart. 

6.

COSTS

Each party shall pay the costs and expenses incurred by it in connection with the entering into of this Agreement. 

7.

THIRD PARTY RIGHTS

A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. 

8.

AMENDMENTS

No amendment of this Agreement shall be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by an authorised representative of each of the parties. 

9.

GOVERNING LAW AND JURISDICTION 

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law and the courts of England have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection this Agreement (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this Agreement) and the parties submit to the exclusive jurisdiction of the English courts. 

1.

DEFINITIONS 

In this Schedule the following additional terms are used and are defined as follows: 

‘Maintenance Service’ shall mean the provision of labour for engineering services (including diagnosis repair and associated documentation and the fitting of engineering changes and associated documentation) and spare parts that are required subject to the terms of this schedule. 

2.

TERMS 

2.1

Each contract for Maintenance Services will be effective on the contract date set forth later in Schedule 2 and will have an initial term of one-year (“Initial Term”). 

2.2

Each contract for Maintenance Services will continue from year to year after the expiration of the Initial Term. Either party will have the right to terminate the contract for Maintenance Services on the basis of ninety (90) days prior written notice during the Initial Term. 

2.3

The Customer acknowledges that Cameo may not be able adhere to the agreed service levels during the first twenty-eight (28) working days of each contract as Cameo may need to acquire relevant parts to provide the agreed services. 

2.4

Please note if the receipt date of the customer Purchase Order is after the commencement date of the contract then the date of receipt of the Purchase Order is the first day of the twenty-eight (28) working day period. 

2.5

For the purpose of determining the duration of Maintenance Service under any contract the “Contract Date”, and not the “Effective Date” set forth on any contract will prevail. Short Term agreements (those agreements under 11 months) shall be deemed terminated on termination date unless otherwise specified. 

3.

CAMEO’S RESPONSIBILITIES

3.1

Cameo will:

3.1.1

Render Maintenance Service to equipment as listed in Schedule 2 (the ‘Equipment’) subject to the terms and conditions set forth in this Schedule and the Agreement.

3.1.2

Provide installation and removal services to the Customer in accordance with the terms and conditions set forth in this Schedule and the Agreement.

3.1.3

Provide special services to augment Maintenance Services provided by Cameo to the Equipment in accordance with the terms and conditions set forth in this Schedule and the Agreement.

3.1.4

Perform the Maintenance Services with the best care, skill and diligence in accordance with best practice in the Cameo’s industry, profession or trade.

3.1.5

Provide all equipment, tools and vehicles and such other items as are required to provide the Maintenance Services.

3.1.6

Obtain and at all times maintain all necessary licenses and consents, and comply with all applicable laws and regulations.

3.1.7

Observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises.

4.

THE CUSTOMER’S RESPONSIBILITIES

4.1

The customer will:

4.1.1

Where Equipment is moved by any party other than Cameo, give Cameo notice within seven (7) days of the date of movement.

4.1.2

Use only those manufacturers’ supplies or materials when operating the equipment.

4.1.3

The Customer shall be responsible for ensuring the Equipment and any removable magnetic or optical media is cared for and operated in accordance with the manufacturer’s recommendations

5.

CHARGES

5.1

Charges for Maintenance Services will commence immediately upon installation or acceptance by Cameo of the Equipment or in the case of Equipment purchased from the Cameo in accordance with the terms of the applicable warranty plan (Cameo reserves the right to inspect the Equipment to ensure it is, in the opinion of Cameo, in reasonable working order).

5.2

Maintenance Charges will be invoiced as indicated in the Agreement.

5.3

Installation and removal service charges will be invoiced immediately after provision of such service. Per call services charges will be invoiced as per call services are performed.

5.4

Charges for a partial month’s service will be pro-rated on the basis of a thirty (30) day month.

5.5

VAT and all other taxes will be added to all charges due and payable under this Schedule which will be payable upon demand.

6.

DISCLAIMER

It is the responsibility of the Customer to ensure that all of its files and data are adequately duplicated and documented and Cameo will not be responsible for the Customer’s failure to so do. Cameo will not be responsible for the cost of reconstructing data stored on disc files, tapes, memories, etc. lost during the course of performance of maintenance service. 

7.

GENERAL 

7.1

Cameo reserves the right to adjust the Charges for any piece of Equipment where the specifications, attachments, described state or features of that Equipment is changed after the commencement date and those changes affect the maintenance of that Equipment in such a way that Cameo incurs unreasonable additional costs. 

7.2

These changes will be subject to the agreement of the Customer and in the event of any dispute; the said equipment may be removed from Schedule 2. 

7.3

The schedule of equipment, contracted times and Service Level Agreement (SLA) shall be as stated in Schedule 2 any items of equipment defined without a complete definition shall only be accepted as a best endeavors Service Level. 

8.

SCHEDULE OF MAINTENANCE SERVICES 

8.1

Cameo will render Maintenance Service at the location specified by the Customer to keep the Equipment in, or restore the equipment to, good working order. This Maintenance Service includes remote telephone support and on-site maintenance services, based upon the specific needs of the individual item of equipment. This will include all necessary parts required to fix an issue with the exception of parts deemed consumable by the relevant manufacturer. Cameo will only be obligated to provide Maintenance Service, with respect to any items of Equipment, when it is retained to do so. 

8.2

Parts used by Cameo on the Equipment in the performance of its obligations hereunder will be new or equivalent to new, and the parts removed will become the property of Cameo. 

8.3

Maintenance Service will be furnished to the Customer for a charge with respect to each item of Equipment, as listed in Schedule 2. The charge entitles the Customer to Maintenance Service as specified in Schedule 2. 

8.4

The Customer will provide Cameo with full and free access to the Equipment, if the Cameo engineer cannot get full and free access then there may be a waiting charge applied, and an adequate, safe and well-lit place in which to perform service and storage space for spare parts. 

8.5

In the event that any item of Equipment, is moved from one Customer location to another Customer location. Cameo will continue to maintain the Equipment at the new location if the Customer location being its current location, i.e. it’s exact position at present. Cameo will withhold the right to refuse Maintenance Services on Equipment damaged during the re- location process. Should the Equipment sustain any damage or malfunction as a result of such movement a charge will be made to rectify the problem based on normal ad-hoc labour rates and parts costs. (Cost available upon written request) 

8.6

If, in the reasonable opinion of Cameo, the Equipment does not qualify for Maintenance Service, the Customer may be invoiced for the cost of an inspection. If in the reasonable opinion of Cameo a major overhaul of any part of the Equipment becomes necessary at any time then Cameo shall notify the Customer in writing and within thirty (30) days shall submit an estimate of the costs thereof. Should the Customer decline to have the particular Equipment overhauled, at his own expense, within thirty (30) days of such notification Cameo reserves the rights to exclude the said Equipment from Schedule 2 for Maintenance Services under which the Equipment is covered by serving written notice on the Customer. 

8.7

The following are outside the scope of the Maintenance Service: 

8.7.1

Preventive maintenance service 

8.7.2

External electrical work or firmware upgrades to any item of Equipment 

8.7.3

Repair of damage or loss resulting from: accident, transportation, neglect, misuse or abuse, operator error, failure of electrical power (including but not limited to power spikes, brown outs etc.), air conditioning or humidity control, water or causes other than ordinary use for the purpose for which any item of Equipment was designed. 

8.7.4

Repair of damage resulting from the equipment being used outside of the manufacturers recommendations including but not limited to old or low-quality media such as tape drives. 

8.7.5

Repair of damage caused by using non manufacturer approved products (including, but not limited to, toner, ink, development units, fuser units, disk drives, memory and cables etc.) 

8.7.6

Supplies or accessories, painting or refurbishing the Equipment or furnishing material for it, or performing services connected with relocation of the Equipment, or adding or removing accessories, attachments or other devices NB. Supplies, consumables and accessories shall include but are not limited to: Drum cartridges, Print shields, Ribbons, Ink cartridges, Toner cartridges, Print bands, Paper, Re-chargeable batteries, Collector units / bottles, Cache batteries, Paper separator belt, Cables, Maintenance kits, Bulbs, Ozone filters, Lens covers, Developer kits, Ink bottles / Ink Print heads, Ribbon masks, Fuser units, Transfer belts, Print wheels, Solid State Drives (SSD), UPS batteries and any other item deemed by the manufacturer as a consumable part. A fixed fee may be applied should the customer require Cameo to supply an engineer to fit any consumable part. 

8.7.7

Should batteries be included within the support quote, replacement for them will not be covered by the SLA and engineering labour for battery replacements will be carried out within working hours (9am – 5.30pm) 

8.7.8

Programming and program maintenance. Including VPD chip programming etc. 

8.7.9

Service resulting from or which is impractical for Cameo to render because of any adjustment, repair, maintenance, alteration, attachment, addition or connection to another machine or device unless Cameo has agreed to such action. 

8.7.10

Service calls required to restore an item of Equipment to good operating condition, if resulting from persons other than Cameo’s field engineers repairing, modifying or performing any maintenance or other type of service on any item of Equipment without Cameo’s prior agreement in writing. 

8.7.11

Service to any item of Equipment to which a safety change is necessary to avoid a hazard. 

8.7.12

Service in connection with the installation, discontinuance or removal of an item of Equipment. 

8.7.13

Engineering changes, feature changes, or the manufacturer for installed items of Equipment develops safety changes, such changes will be installed if the Customer requests by Cameo. 

8.7.14

Cameo is not liable for backing up of Customers data and/or restoring or recovering Customers data and if/when data is unavailable due to new Equipment being fitted either by Cameo, the Customer, the end user or any other persons. This includes system configuration data related to all Equipment including computers, servers, storage devices, routing and network devices, printers and any other device that holds any user defined configuration information. 

8.7.15

Service in connection with faults deemed by Cameo as manufacturers’ faults or hardware upgrades or any acts of malicious damage to the equipment. 

8.7.16

Service in connection to hardware faults present before the commencement of the contract. 

8.7.17

Any design flaws in the Equipment. E.g. Monitor with image burn.

8.7.18

Loan Equipment will not normally be included in a standard response contract for Equipment that has to be removed for external repair. An uplift to include this facility may be made at an additional charge. 

9.

SCHEDULE OF MAINTENANCE SERVICES 

9.1

Installation Service consists of: 

9.1.1

Connection of the Equipment

9.1.2

Physical inspection of the Equipment after it is in place 

9.1.3

Functional testing of the Equipment according to the Customer’s procedures 

9.1.4

Resolution of normal installation problems 

9.1.5

Notification to the Customer of unusual installation problems, (e.g. design or engineering problems 

transit damage, etc.) which the Customer will have the burden of correcting prior to Cameo’s assumption of Maintenance Services responsibility. 

9.2

Removal Service consists of: 

9.2.1

Disconnecting the Equipment; and 

9.2.2

Making the Equipment ready for shipment, including securing cables and movable or removable 

panels and sub-assemblies in accordance with the manufacturer’s instructions. 

9.2.3

Installation and/or Removal Services do not include any crating, uncrating, or major movement of the 

Equipment, which involves the use of specialist Equipment. 

9.2.4

Cameo will provide installation and/or Removal Services at a predetermined fixed fee. Quotations are available on request. 

10.

SCHEDULE OF PER CALL SERVICES

10.1

Per Call Services represent those services performed by Cameo outside the scope of Maintenance Service.  

10.2

Per Call Services are only available by prior arrangement to augment Maintenance Service provided by Cameo. Per Call Services are billed on a usage basis, which includes labour and actual travel expenses (including, but not limited to tolls, parking, travel, mileage, public commercial transportation, as may be incurred in responding to such call). 

10.3

For each request for Per Call Services, Cameo will dispatch a field engineer as available. The Customer will be billed for the Per Call Services performed by Cameo. 

10.4

When a field engineer receives assistance to diagnose or correct an Equipment malfunction, which is of a nature that can normally be handled by one field engineer, the Customer will be invoiced for the services of only one person during the period when both field engineers are present. 

10.5

When such malfunction is of a nature that requires more than one field engineer, as determined by Cameo, this requirement will be brought to the attention of the Customer and the Customer’s concurrence will be received before the second field engineer starts work. 

10.6

The signature of the Customer on the Customer engineering reports for each field engineer will constitute authorisation to invoice the Customer for the services of both field engineers.  

10.7

The current Cameo standard Per Call Services commercial hourly rates are subject to change without notice and will be quoted on the following basis: 

10.7.1

During Cameo’s normal working hours, Monday through Friday (excluding Bank Holidays) 

10.7.2

Outside Cameo’s normal working hours. 

10.7.3

Travel time accrued with a service call in a. and b. will be invoiced at the hourly rate applicable to the time rate of the service provided.