The following terms and conditions apply to the provision of services by Loffler Companies, LLC to the Customer during the term of this Agreement.
A1. Service Coverage Hours: Standard services under this Agreement are provided during normal business hours 8am-5pm, Monday through Friday, exclusive of core National holidays observed by Loffler Companies, LLC.
A2. Extended Coverage Services: Extended coverage services outside of standard coverage hours may be available on a per-event charge or fixed monthly premium.
A3. Equipment Services: Equipment services provided under this Agreement include labor and parts required to maintain covered Equipment in a normal operating condition.
A4. Preventative Maintenance: Preventive maintenance shall be performed as needed to ensure optimal operation of Equipment. This includes component replacement, adjustments and cleaning. End-user maintenance as defined in the Equipment's user guide is not covered.
A5. Disclaimer: Repairs and/or services that fall outside the scope of this Agreement may be billed at prevailing hourly rates with prior authorization. This includes but is not limited to abuse/misuse, alteration or modification, 3rd party interference, use of nonstandard supplies, usage beyond recommended operating parameters, theft, neglect, fire, water, casualty or other natural force. Failure to authorize repair and/or services may result in suspension or termination of this Agreement.
A6. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. Loffler companies LLC personnel will be granted reasonable and safe access to perform services when required.
A7. Prerequisite to Up to Spec service: For Equipment not previously under a continuous maintenance agreement, Loffler Companies, LLC may need to confirm the Equipment is in good working condition before the start of this Agreement. Remedial service may be required to bring the Equipment to proper operating standards and the labor and parts associated will be billed at prevailing rates. A quote will be provided for Customer approval before work begins.
A8. Relocation and Move Preparation: When requested, relocation services will be performed and billed at prevailing rates. Coverage at the new location is subject to service availability and acceptance by Loffler Companies, LLC.
A9. Initial Installation: Physical installation, removal of packing material and initial setup of Equipment will be performed by Loffler companies, LLC. using default configuration settings at the location specified by Customer. Application of custom settings can be requested prior to installation. Loffler Companies, LLC reserves the right to assess additional charges depending upon the extent of custom setup requirements.
A10. Service Replacement: Loffler Companies LLC reserves the right to replace a device, at no additional cost to Customer, with a comparable unit when repair of the original device is not practical or economically feasible.
A11. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement.
B1. Consumable Supplies: If a supplies inclusive option is selected, Loffler Companies, LLC will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples (unless selected) or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of Loffler Companies, LLC until they are consumed and are intended to be used exclusively in the covered Equipment. Customer bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap.
B2. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, Loffler Companies, LLC may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing (10% Mono, 35% Color), Loffler Companies, LLC shall have the right to invoice for the excess consumption.
B3. Supply Source: Genuine Manufacturer supplies will be used under this Agreement for Loffler Equipment. Loffler labeled supplies may be used for devices on an MPS agreement. These supplies are fully compatible toner and print cartridges for use in covered Equipment.
B4. Auto Supply Delivery: If services are provided as part of a managed services agreement, Loffler Companies LLC requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information DCA or other agreed methodology.
C1. Licenses: Loffler Companies LLC hereby grants the Customer the non-exclusive, non-transferable right to install, and use the software, updates, upgrades and patches included in this agreement, provided the agreement is in effect.
C2. License Reactivation: Customer is responsible to safeguard software license keys. Loffler Companies LLC may charge a reactivation fee in the event license keys need to be regenerated, or transferred.
C3. Site Environment: Customer shall be responsible to ensure that software is installed in an environment that meets manufacturer's requirements including operation system level, disk space, power, network, temperature and humidity.
C4. Data Backups and restoration: Customer is responsible to manage server data backups. Loffler Companies LLC recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state.
C5. Access: Customer shall provide Loffler Companies LLC personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are always present when Loffler Companies LLC is performing maintenance and support services.
C6. Solutions warranty: Loffler Companies LLC makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. If any 3rd party software or services are included at the time of sale, those warranties would be covered under the 3rd party end user license agreement or the master agreement between the 3rd party and Loffler Companies LLC.
C7. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. Loffler Companies LLC reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by Loffler Companies LLC.
C8. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot-fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades and the installation services required to install patches, hot-fixes and updates.
C9. Access to patches and updates: Customer will be provided access to a website operated by Loffler Companies LLC or 3rd party supplier where patches and updates are accessible for download.
C10. Start of service: Start of service rules may vary by OEM, software activation is expected within 30 days of purchase or install whichever comes first.
C11. Current version: Customer is required to keep software and OS at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement.
C12. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by Loffler Companies LLC to perform contracted services.
C13. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS Windows"' centric environment with typical network schema and print/scanning requirements. Loffler Companies LLC reserves the right to assess additional fees depending on the extent of the network integration requirements needed.
C14. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s).
C15. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and Loffler Companies LLC upon completion of the technical pilot and testing.
C16. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge.
C17. Digital Connected Support: Unless this option has been declined, expert helpdesk support is available to the Customer to assist with issues associated with device connectivity to network, printing from desktop applications, graphics application, scanning and support on many other digital machine functions. Configuration updates that are the result of changes to the Customer network environment are not included.
C18. Customer Data: Loffler Companies LLC shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end-user errors or release of administrator password.
C19. Hard Drive Security: If 'Bizhub SECURE' or a comparable option has been ordered, Loffler Companies LLC will provide advanced security services. These services include real-time, hard-drive encryption (level 2 encryption — comparable to Department of Defense standards and US Air Force standards) and document data security through disk over-write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy).
C20. Consulting Services Projects: When requested by the Customer, Loffler Companies LLC can provide Consulting services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at prevailing hourly or per-instance rates.
C21. Basic Production Services (BPS): Complex products are offered with comprehensive end-user training (BPS). The training is crucial to proper equipment operation and to ensure the Customer achieves satisfactory output. Service related to operator deficiency will be performed and billed at prevailing rates. Additional end user training when requested can be provided and will be billed at prevailing rates.
C22. Embedded Software; Applications
D1. Meter Readings: Customer agrees to provide Loffler Companies LLC with a timely meter reading prior to the end of the billing period to be used to generate maintenance invoices. Should the Customer fail to provide Loffler Companies LLC with timely meter reads Loffler Companies LLC reserves the right to estimate meter readings(excludes easy rate program).
D2. Definition of a Print: Each 8.5"x11" image generated by the covered Equipment is considered a 'print'. Larger paper sizes could result in images that are a multiple of a single print based on length (17"=2 prints, 27" = 3 prints, 36" = 4 prints and over 36" =5 prints). For 'wide format' equipment, one square foot of output equals one print. Duplex images count as twice the rate of simplex prints.
D3. Electronic Meter Collection: Loffler Companies LLC offers a DCA and other network-based machine data collection methods for Customer convenience, billing accuracy and to enhance service effectiveness. Unless specifically directed otherwise, Loffler Companies LLC will enable a DCA or network monitoring on capable Equipment.
D4. Fleet Device Monitoring: If the Customer agrees to allow Loffler Companies LLC to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, Loffler Companies LLC reserves the right to suspend or terminate services under this Agreement.
E1. Automatic renewal: At the end of the initial term of this Agreement, coverage will be extended for an additional one-year term at then prevailing rates, unless either party has provided notice or cancellation 'Termination' clause below.
E2. Customer Price Protection: At the end of the first year of this Agreement and once each successive 12-month period during the initial term, Loffler Companies LLC may increase the maintenance base and usage charges.
E3. Aggregate Meter Billing: Increases in the maintenance and base usage charges for contracts with aggregate meter billing will occur at the annual anniversary of the initial establishment of the usage pool.
E4. Auto Add of Equipment: Where the use of 'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement at pre-established price levels. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting Loffler Companies LLC.
F1. Terms of Payments: Payments are due net 10 days from the invoice date. Customer shall be responsible to pay all applicable sales, use, personal property or other taxes when due.
F2. Remedies and Collection: Accounts that are past due are subject to a suspension of services and may be subject to a monthly late fee based on 1.5% or maximum amount allowed by law of the total amount due and reasonable recovery of costs associated with collections.
F3. Default: Should Customer violate any aspect of this Agreement including payment obligations, or in the event Customer is insolvent and/or declares bankruptcy, Loffler Companies LLC may suspend or terminate any or all portions of this Agreement and may enter the Customer's premises to recover property or equipment owned by Loffler Companies LLC.
F4. Termination: Prior to term or any renewal of this Agreement , the Customer or Loffler Companies LLC may provide the other party a 30 day written notice of cancellation or intention not to renew with or without cause 30 days prior to the specified renewal date.
G1. Assignment: Customer may not assign this Agreement without Loffler Companies LLC's express written consent.
G2. Notices: All notices required to be given under this Agreement shall be in writing and shall be sent by U.S. first class mail to the parties as follows: To Customer at the address listed on the front of this Agreement and to Loffler Companies LLC 1101 East 78th Street, Suite 200, Bloomington MN 55420 Attention: Contracts Department.
H1. Warranty: Loffler Companies LLC warrants that the services shall be performed in accordance with the manufacturer's recommendations and specifications for the equipment. Loffler Companies LLC makes no other warranties whatsoever express or implied with regard to the service, the software included with the equipment or its installation, or maintenance, and expressly disclaims and customer waives all implied warranties of merchantability and fitness for a particular purpose.
H2. Limitations on recovery: Customer's exclusive remedy for breach of warranty shall be repair of the equipment or replacement of a nonconforming part, at the option of Loffler Companies LLC. The parties waive their respective rights to special, consequential, exemplary, incidental or punitive damages arising out of or relating to services provided under this agreement, including but not limited to, damages due to loss of data or information of any kind, loss of or damage to revenue, profits or goodwill, damages due to any interruption of business, damage to customer's computers or networks, even if Loffler Companies LLC has been advised of the possibility of such damages. The parties reserve the right to recover contract damages allowed via this agreement. Loffler Companies LLC's liability under this agreement is limited to damages on the cost of alternate maintenance services and/or consumables purchased by the customer. The parties agree any claim must be brought within one year after the alleged damages are incurred.
H3. Applicable Law: This Agreement shall be governed by the laws of the State of Minnesota without regard to choice of law principles. In the event of litigation or other proceedings by Loffler Companies LLC to enforce or defend any term or provision of this Agreement, Customer agrees to pay all costs and expenses sustained by Loffler Companies LLC, including but not limited to, reasonable attorney's fees. Customer further agrees to litigate any dispute concerning this matter in the federal or state courts in the State of Minnesota, consents to jurisdiction in that forum and waives the right to jury trial.
H4. Force Majeure: Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to make payment) to the extent that such party was hindered in its performance by any act of God, labor dispute, or any other occurrence beyond its reasonable control.
H5. Waiver and Severability: Failure by Loffler Companies LLC to enforce any provisions of this Agreement or any rights hereunder, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the party's right to later enforce or exercise the same or other provisions, rights, or elections it may have under this
Agreement. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.
H6. Original Document: This Agreement may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original. The parties agree (a) that facsimile or electronic signature shall be accepted as original signatures; and (b) that this Agreement or any document created pursuant to this Agreement, may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. Loffler Companies LLC may accept orders electronically from Customer pursuant to this Agreement. In any legal proceeding relating to this Agreement, the parties waive their right to raise any defense based on the execution of this Agreement in counterparts; or the delivery of such executed counterparts by copy, facsimile, or electronic delivery; or Loffler Companies LLC's acceptance of orders electronically.
H7. Entire Agreement: This is the entire agreement between Customer and Loffler Companies LLC on the subject matter hereof and supersedes any proposal or prior agreement, oral or written, or any other communications relating to maintenance services for Loffler Companies LLC equipment and it may not be released, discharged, changed, or modified except by an instrument in writing signed by a duly authorized representative of each party. Customer agrees that any Purchase Order or other documentation issued to Loffler Companies LLC covering the equipment or maintenance is issued for purpose of authorization and Customer's internal use only, and any terms and conditions contained therein shall not modify or add to the terms and conditions of this Agreement. This Agreement will not be effective until accepted by an authorized representative of Loffler Companies LLC. Notice of acceptance is hereby waived by Customer.
H8. Sellers Agent: Customer is advised no employee, representative or agent of Loffler Companies LLC has authority to bind Loffler Companies LLC to commitments not specifically set forth in this agreement.
H9. Modification of Original Terms and Conditions: Any mutually agreed modifications are to be specified in the comments of the contract or by a duly executed amendment to this Agreement.
H10. Indemnification: Customer shall bear all risk of theft, loss, or damage not caused by Loffler Companies LLC employees or agents, to all Equipment delivered and accepted under this Agreement. Customer agrees to indemnify, defend and hold harmless Loffler Companies LLC, its officers, directors, employees and agents from all loss, liability, claims or expenses (including reasonable attorney's fees) arising out of Customer's use of the equipment, including but not limited to liabilities arising from illegal use of Loffler Companies LLC equipment as well as bodily injury, including death, or property damage to any person, unless said injuries, death or property damage was caused solely as the result of Loffler Companies LLC's gross negligence or willful misconduct.
H11. Confidentiality: You agree not to disclose or discuss, either directly or indirectly, any of the terms of this agreement, the amounts paid or benefits exchanged in consideration thereof, with anyone other than you, your tax advisors, accountants, or your counsel in this matter, except (i) upon the order of any court having jurisdiction over the parties or their counsel, (ii) as required by applicable law or regulation, or (iii) upon our written consent.
H12. Non-Solicitation: You acknowledge and agree that the employees of Loffler Companies LLC who perform the services are a valuable asset to Loffler Companies LLC, and are difficult to replace. Accordingly, you agree that , for a period of one (1) year after the completion of said service, you will not, directly or indirectly, solicit, recruit, hire or otherwise employ any employee or agent of Loffler Companies LLC who performed such services. If you violate this paragraph (H12) you will pay to Loffler Companies LLC damages equal to on hundred percent (100%) of that individual's annual salary. For purposes of this agreement only, an "individual's" annual salary shall mean the individual's annual salary with either Loffler Companies LLC or with you, as of the date of your violation of this paragraph (H13), whichever is greater.
I2.Collection of Information - You authorize us to access and download information from your Meter or from your PC Postage account. We may disclose this information to the USPS or other authorized governmental entity. We won’t share with any third parties (except the USPS or other governmental entity) individually identifiable information that we obtain about you in this manner unless required to by law or court order. We may elect to share aggregate data about our clients’ postage usage with third parties.
I3.Value Based Services - Value based services are services the USPS provides, including e-Return Receipt and USPS Confirmation Services. Any fees the USPS charges for these services are your responsibility to pay for and are payable the same way that you pay for postage. The USPS is solely responsible for its services. We are not responsible for any malfunctions of any part of the communication link connecting the Meter with the USPS data system. We have the right to terminate the value-based services if the USPS discontinues offering the service or you breach your obligations under this Agreement and fail to cure the breach within thirty days after you have been notified in writing.
I4. Analog Connectivity - If you use an analog connection for your mailing system, you acknowledge that the analog connectivity is provided by a third party supplier. Neither we nor our suppliers provide any warranty with respect to the functionality or quality of the analog connection. If the third party supplier no longer provides analog connection capability, we won't be responsible for procuring an alternative supplier and you will have to use a digital connection.
J1. EZ Rate - Coverage under the EZ Rate program assumes the device covered will be operated within manufacturer