Terms and Conditions
UNIFYD TELECOMS (Pty) Ltd (Unifyd) agrees to:
1a) Where reasonably possible, maintain the equipment (“the equipment”) supplied on a Managed Print Service Agreement (MPS Agreement) in an efficient operating condition, provided that Unifyd shall not be liable for any loss and/or damages, including consequential loss and or damages, arising from the malfunction or failure of the equipment to function or from any cause whatsoever. Unifyd shall, however, not be under any obligation to maintain the equipment in the event of the customer not complying with any of the obligations placed upon it in terms hereof.
b) Supply consumables to the Customer at our standard price applicable at the date of delivery of such consumables to customers with continuous Equipment Maintenance Agreements.
c) Not to charge on additional travelling charge in respect of the maintenance to be provided by it in terms in terms hereof, provided that the equipment is situated within Unifyd’s standard service radius of 50 km from any authorised Unifyd Service Centre. Maintenance of equipment outside of this radius is subject to additional travelling and time charges.
d) Any repairs or service required by the Customer due to misuse or negligence will be charged to the Customer in accordance with Unifyd current service charges and conditions applicable to equipment not covered by an Equipment Maintenance Agreement. Unifyd shall be entitled, in its discretion to modify or replace parts or modules of the equipment when maintaining same; with any such old parts and/or modules that have been so replaced becoming the sole and exclusive property of Unifyd.
e) Shall endeavour to be onsite within 6 hours of a service call being logged through our Service Email at service@unifyd.co.za
THE CUSTOMER agrees to:
2a) Use paper approved by Unifyd in the equipment if the equipment uses paper, failing which Unifyd shall have the right on notice to the Customer to suspend the supply of service, parts and/or consumables (without prejudice to any of Unifyd other rights and/or remedies), or increase the charges as specified in the Schedule of Charges overleaf on notice to the Customer
b) Use consumables obtained from and approved by Unifyd in the equipment failing which Unifyd shall have (without prejudice to any of Unifyd’s other rights and/or remedies), the right to increase the charges as specified in the Schedule of Charges overleaf on notice.
c) Be liable to pay to Unifyd each month, the monthly service charges calculated in terms of the Schedule of Charges as per the MPS Agreement; which monthly charges include service, parts and labour, but exclude the print head, scanner unit, inter phase unit, laser unit and drum, unless specified otherwise in writing in such schedule
d) The rate as per the said Schedule of Charges being adjusted from time to time in accordance with Unifyd’s Price Schedule and the age of the equipment. The rates will be maintained at market related levels.
e) Provide access at all times during normal working hours to any authorized representative of Unifyd for any of the purposes of this agreement
f) Accept liability for damage to the equipment if damage is due to negligence, misuse or causes other than ordinary use on the part of the Customer or its employees or persons who have access to the equipment. Unifyd will charge the Customer at its then current rate applicable to equipment not covered by an MPS Agreement, for repairs necessitated by any such causes.
g) Pay amounts due to Unifyd including, but not restricted to, any amounts due to Unifyd in terms of the Schedule at Charges, on or before the due date for payment thereof, failing which Unifyd shall have the right, on notice to suspend the supply of service and/or consumables until all outstanding amounts due to Unifyd are paid (without prejudice to any of Unifyd’s other rights and/or remedies
h) In the event of the equipment being a printer or photocopier, Allow Unifyd to install monitoring software on a suitable networked PC or supply Unifyd with a meter reading for the equipment every month on the 20th of the month.
i) In the event of the Customer wishing to re-site the equipment, inform Unifyd at least two weeks in advance of the equipment being re-sited, so as to ensure that no other party other than Unifyd attends to such re-site. In respect of any such re-site attended to by Unifyd, the Customer agrees to pay Unifyd’s re-site and installation charges at Unifyd’s then current price. In the event of the equipment being re-sited by any person other than Unifyd, then the Customer shall be responsible for any damage/s to the equipment during such re-site and this purpose it shall be presumed (until the contrary is proved) that any defect/s and/or damage/s to the equipment, brought and/or coming to Unifyd’s attention during and/or subsequent to such re-site and prior to and/or on Unifyd completing its next inspection of the equipment shall have been incurred during such re-site.
j) Unifyd ceding and/or assigning its rights and/or obligations under this agreement on notice to the Customer
k) If applicable, upgrade or acquire additional back-up equipment from Unifyd should the maximum allowable monthly volume of the equipment be exceeded (as specified in the Equipment Schedule)
l) Unifyd being entitled, in the event of such maximum allowable monthly volume being exceeded in any month, to recalculate the monthly charges to be paid by the Customer in terms of clause 2c hereof above at an increased rate to be determined by Unifyd in light of the extent of such exceeding of such monthly volume. Such increased rate may from time to time thereafter be varied by Unifyd, which rate will be maintained at market related levels.
m) In the event of the Customer’s billing in any month not exceeding Unifyd’s minimum agreed monthly billing charge of in respect of any such month, it is agreed that the customer shall be liable for the minimum billing charge, which may be adjusted by Unifyd from time to time.
3) It is agreed that the service charge in respect of the machine/s scheduled on the MPS Agreement, which service charge is inclusive of free consumables, is subject to the following terms and conditions:
a) The machine consumables yield stipulated overleaf are based on manufacturer specified yields of 5% coverage per A4 page, Unifyd will supply the customer with free consumables for 90% of each machine’s recommended consumable yield. Unifyd will charge the customer for any print yield shortfall.
b) Unifyd has the right to increase the service charges due by the Customer to Unifyd in terms of this agreement, in the event of consumable and component prices increasing due to any reason whatsoever, without any notice of such increase being required to be given by Unifyd to the Customer
c) Unifyd will allow the customer to revert to a consumable non-inclusive service agreement upon receiving 30 days written notice. The rate charged will then reduce in accordance with Unifyd’s current pricing.
4a) This agreement shall commence on date of installation of the equipment as specified in the MPS Agreement and shall continue for the prescribed initial period of 60 (Sixty) months from installation, prior to the end of which the Customer shall not be entitled to terminate this agreement. The Customer shall have the right to terminate this agreement upon no less than 90 business days prior written notice to Unifyd to expire at the end of the said prescribed initial period. Thereafter, the Customer shall only be entitled to terminate this agreement on an anniversary of the date of installation of the equipment, provided that in such latter case the Customer shall be required to give not less than 90 business days prior written notice thereof to Unifyd. In the event of the Customer not terminating this agreement in terms of the provisions of this clause 4a, the Customer shall continue to be bound by the terms of this agreement, which will remain in full force and effect until so terminated by the Customer in terms hereof
(subject to Unifyd’s right to cancel this agreement on 90 business days prior written notice following the expiry of the initial period as provided for and/or envisaged in this agreement).
b) For the purposes of clause 4a hereof above, “written notice” shall mean written notice transmitted via email or sent to service@unifyd.co.za.
c) Notwithstanding the provisions of clause 4a hereof above, in the event of Unifyd being unable, due to no fault of its own, to supply parts required for and/or consumables used by the equipment, and/or in the event of Unifyd no longer having technicians and other such personnel with the necessary technical expertise in order to maintain the equipment in an efficient operating condition due to the technology used in such equipment being rendered outdated, or in the event of this agreement no longer being profitable for Unifyd the Customer hereby agrees that Unifyd shall be entitled to cancel this agreement on 30 days prior written notice given by Unifyd to the Customer at its address overleaf. On such cancellation by Unifyd, either party to this agreement shall have no further rights and/or obligations in respect of the other arising out of and/or in terms of this agreement, other than Unifyd’s right to claim payment of any amounts due by the Customer to Unifyd in terms of this agreement and the Customer’s reciprocal obligation to make payment thereof to Unifyd
5) The Customer hereby acknowledges and confirms that when supplying the equipment to the Customer, Unifyd provided the Customer with instructions on how to use the equipment. In the event of the Customer requiring further instructions and/or training in respect of the use of the equipment, then Unifyd agrees to attend to such further instructing and/or training where reasonably possible and the Customer agrees that it shall be liable for and shall pay to Unifyd, Unifyd’s charges in respect of such instructing &/or training at the then prescribed rate that Unifyd so charges therefore.
6) In the event of the Customer obtaining consumables, spares and/or servicing in respect of the equipment from any other party other than Unifyd, same will be regarded as being a breach of this agreement, inter alia, entitling Unifyd to the remedies provided for in clause 8 hereof below.
7) The Customer agrees that it may not cede and/or assign any of its rights and/or obligations under this agreement without the prior written consent thereto of Unifyd being obtained.
8) In the event of any amount due in terms hereof not being paid on due date or in the event of the Customer breaching any of the terms of this agreement (all of which terms are deemed material and going to the root of this agreement),Unifyd shall be entitled on notice to the Customer to cancel this agreement, claim all amounts which are in arrears at the date of cancellation and claim (without prejudice to any other relief which it may have against the Customer in lieu of the relief provided to Unifyd in this clause, whether in common law or otherwise) as pre-estimated liquidated damages either:
a) The total amount at all Unifyd’s minimum billing charges, referred in clause 2m hereof above, that would have been paid by the Customer to Unifyd for that portion of the prescribed initial period, referred to in clause 4a hereof above, still remaining after the aforesaid cancellation; or
b) The average of the monthly amounts that Unifyd has billed the Customer in terms of this agreement for the period prior to the aforesaid cancellation multiplied by the number of months remaining in
respect of that portion of the prescribed initial period, referred to clause 4a hereof above, still remaining after the aforesaid cancellation, whichever is the greater.
9a) This agreement comprises of the entire agreement between the parties in respect of the subject matter hereof. The Customer confirms that, save as recorded herein; no representations or warranties of any nature have been made by Unifyd to it
b) No amendment, variation or waiver of any of the terms and conditions herein contained shall be valid and binding unless reduced to writing and signed by or on behalf of the parties hereto.
c) Should Unifyd instruct an attorney to collect any overdue amount, or take any other action under this agreement for the enforcement of its rights hereunder, the Customer shall be liable to pay such attorney’s collection fees and other legal charges on the scale as between attorney and own client.
d) The Customer hereby consents to the jurisdiction of the Magistrate’s Court in respect of any proceedings arising out of this agreement.
e) A certificate signed by any Director or Manager of Unifyd, whose designation and appointment need not be proved, as to any amount owing by the Customer to Unifyd in terms of this agreement, the fact that such amount is due, owing and payable, the rate of interest payable thereon and the date from which such interest is reckoned, shall be binding on the Customer and prima facie proof of the facts stated herein and shall be sufficient to enable Unifyd to obtain judgment against the Customer in any Court having jurisdiction in terms hereof.
f) The parties hereto agree that each and every clause of this Agreement is to be construed as separate and divisible from each and every other clause herein, and in the event of one or more of such separate and divisible clauses being found to be invalid or unenforceable for any reason whatsoever, the validity of the other clauses and/or provisions generally of this agreement shall not be affected thereby.
g) The Customer chooses as its domicilium citandi et executandi the address stated overleaf. Such domicilium may be changed by written notice sent by the Customer to Unifyd by registered mail. Any notice delivered to the Customer’s chosen domicilium shall be deemed to have been received on the date of physical delivery or within 3 (THREE) days from the date of sending.
10a) In addition to any and all other exclusions and similar such provisions provided in this agreement, this agreement shall not apply to any Inter Phase Unit (unless such Inter Phase Unit is described as the, or part of the equipment in the MPS agreement) nor shall it apply to any computer network and/or other such network.
b) Without derogating from the generality of any other provisions herein contained, this agreement further excludes:
i) Service or repairs necessitated by or arising out of maintenance or repairs performed without the authorization of Unifyd;
ii) Service or repairs necessitated by or arising out of tampering with the equipment by any person not authorized by Unifyd;
iii) The supply of consumables; – unless specified on the Equipment schedule in the MPS Agreement.
iv) service or repairs necessitated by or arising out of unsuitable environmental influences.
v) network connectivity and/or support thereof, and any damage caused by static electricity, power surges, load shedding, misuse or any condition arising out of other connected equipment.
c) In respect of any work carried out by Unifyd for the Customer in circumstances outside of the scope of this agreement, the Customer shall be liable to Unifyd therefore at the rate of charges then currently being charged by Unifyd in respect of equipment not covered by a MPS Agreement.
d) Notwithstanding anything herein contained, Unifyd shall not be responsible for any consequential loss, which the Customer may suffer by virtue of any acts or omissions by Unifyd and/or its representatives. Further, although Unifyd shall endeavour to safeguard data contained in the Customer’s data storage devices (in the event of the equipment specified in the MPS Agreement containing such devices), Unifyd shall not be liable for any loss of and/or damage to any data.
11a) I/We consent to the jurisdiction of the Magistrate’s Court, not withstanding that Unifyd shall be entitled to institute action in any division of the High Court of South Africa.
b) I/We agree to make payment of any legal costs that may be awarded against me/us on an attorney and own client scale.