SECOND SCHEDULEPURCHASE TERMS

DATED 2016

(1) [SUPPLIER]

(2) [END USER]

FRAMEWORK AGREEMENT for the provision of Multifunctional Devices and Associated Print

Services and Supplies

CPC/DU/MFD/02A

BETWEEN:

(1) [SUPPLIER] of [●] (the “Supplier”); and

(2) [END USER] of [●] (the “End User”).

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, and the Schedules to it, unless inconsistent with the context or otherwise defined, the following expressions have the following meanings:

“this Agreement” : this purchase agreement for the supply, installation and maintenance of the Hardware, Software, and Services (forming the Managed Print Service) including its Schedules, as amended from time to time in accordance with its terms;

“Annual Servicing” : the annual service of the Hardware conducted by the Supplier at least once during every 12-month period between the Start Date and the End Date;

“Breakdown Assistance”

: repair services to the Hardware provided by the Supplier as arranged with the End User from time to time;

“Business Day” : a day other than a Saturday, Sunday or public holiday in England;

“Contract Year”: : The 12-month period following the Start Date and each succeeding 12-month period until the End Date;

“Defect” : An error or fault in either or both of the Hardware and the Software that causes it to fail to operate substantially in accordance with the Documentation;

“Delivery Date” : such date as is mutually agreed between the Supplier and the End User on which the Hardware is delivered to the Property;

“Documentation” : all and any certificates, reports, agreements and any other paperwork or records produced by the manufacturer of the Hardware and Software which relate to the Hardware/Software, including purchase documentation entered into between the manufacturer of the Hardware and the Supplier, but excluding the Handbook;

“End Date” : the date on which the Agreement is terminated in accordance with its terms;

“Hardware” : the hardware supplied to the End User by the Supplier and outlined in Schedule 1 of this Agreement;

“Installation Date” : such date as is mutually agreed between the Supplier and the End User on which the Hardware and Software shall be installed;

“Intellectual Property Rights”

: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Maintenance Services”

: periodic maintenance, Annual Servicing and any necessary repairs to the Hardware including labour, the replacement of parts and the provision of Breakdown Assistance as further detailed in the Services Specification;

“Managed Print Service”

: the system consisting of the Hardware, the Software, the Documentation and Services which manages the printing, document and data needs of the End User;

“Manuals” : the manuals (being electronic or hard copy) produced by the manufacturer of the Hardware providing instructions in relation to the use and care of the Hardware;

“Manufacturers’ Warranties”

: all warranties, guarantees and indemnities provided by the manufacturer of the Hardware to the Supplier in accordance with Schedule 5.

“Normal Working Hours”

: the period from 9.00 am to 5.00 pm on any Business Day.

“Parties” : the Supplier and the End User, and “Party” shall mean either of them;

“Personal Data” : data subject to protection under Data Protection Law in any jurisdiction;

“Property” the nominated address or addresses of the End User as set out in Schedule 4 and/or the site where the services are performed by the Supplier on behalf of the End User;

“Purchase Price” : the sum of £[insert figure], as outlined in Schedule

1, sub-heading D of this Agreement;

“Quarter” : each period of three calendar months (for each year, Quarter 1 runs from 1 August- 31 October, /Quarter 2 runs from 1 November – 31 January, Quarter 3 runs from 1 February – 30 April and Quarter 4 runs from 1 May to 31 July).

“Response Time” : the time from the End User first logging a call with the Supplier, to the arrival on site of an engineer at the Property.

“Services” : the Services specification in Schedule 1 to be provided by the Supplier and agreed prior to the Start Date between the Supplier and the End User;

“Software” : all computer programmes necessary to ensure that the Managed Print Service operates in accordance with this Agreement including the media upon which those programmes are intended to be stored as outlined in Schedule 1;

“Specification” : the specification in Schedule 2;

“Start Date” : the date of this Agreement;

“Support Charges” : the support charge of the Supplier that is charged in addition to the Purchase Price for the cost of support services such as maintenance and any other service required by the End User from time to time;

“Support Commencement Date”

: the Installation Date or such other date as may be agreed in writing between the Supplier and End User;

“Support Staff” : those officers, employees, agents or subcontractors of the Supplier or any of its affiliates connected with this agreement, including those individuals who perform the Supplier's obligations under this agreement;

“Training” : the training in respect of the installation and use of the Hardware provided by the Supplier as outlined in Schedule 3; and

“VAT” : value added tax chargeable under the Value Added Tax Act 1994.

1.2 Headings shall not affect the interpretation of this Agreement.

1.3 Words in the singular include the plural.

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assignees.

1.5 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.6 In the event of any conflict or inconsistency between this Agreement (other than the Schedules) and the contents of the Schedules, the former shall take precedence over the latter.

1.7 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.8 Any obligation in this Agreement on a person not to do something includes an obligation not to allow or permit that thing to be done or to agree or acquiesce to that thing being done.

1.9 References to clauses, sub-clauses and the Schedules are to the clauses and sub-clauses of, and the Schedules to, this Agreement.

1.10 A reference to writing or written includes faxes, hard copy paper documents, emails or other forms of electronic communication.

1.11 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2. COMMENCEMENT AND DURATION

This Agreement shall commence on the Start Date and shall continue until the End Date.

3. SUPPLY OF THE MANAGED PRINT SERVICE

3.1 The Supplier shall supply, and the End User shall purchase the Managed Print Service and the Manuals for the Purchase Price and in accordance with the terms and conditions of this Agreement.

3.2 Risk in the Hardware, Documentation and the Manuals shall pass to the End User on the Delivery Date.

3.3 Title in the Hardware, Documentation and the Manuals shall pass to the End User upon payment in full of the Purchase Price.

3.4 If the Supplier fails to supply the Hardware and/or provide any part of the Maintenance Services or the Handbook or other aspect of the Managed Print Service the End User may pay another person to supply part or all of the Hardware and/or provide the Maintenance Services or the Manuals or other aspect of the Managed

Print Service and the costs incurred may be deducted from the Purchase Price or shall be recoverable as a debt.

4. DELIVERY AND DELAYS

4.1 The Supplier shall deliver the Managed Print Service and the Manual on the Delivery Date to the Property.

4.2 The Managed Print Service shall be delivered to the Property at the Supplier’s risk.

4.3 The cost of delivery shall be incurred by the Supplier unless expressly agreed otherwise by the Parties in writing.

4.4 The End User shall, at its own expense, prepare the Property in accordance with the information provided by the Supplier in advance of each Delivery Date. The End User may request reasonable assistance from the Supplier to carry out such preparation.

4.5 Time for delivery shall be of the essence.

4.6 Acceptance of the Managed Print Service by the End User shall be deemed to have taken place at the Property when performing to the End User’s expectations.

4.7 If the Supplier does not deliver the Managed Print Service on the Delivery Date then the End user shall in the first instance seek rectification of the issue by the Supplier however where such rectification is not forthcoming to the satisfaction of the End User within 20 Business Days the End User will have the right to:

4.7.1 terminate the Agreement in respect of the defective/missing elements of the Managed Print Service;

4.7.2 refuse to accept any subsequent delivery of the Managed Print Service which the Supplier attempts to make until such defective/missing elements of Managed Print Service are delivered;

4.7.3 recover from the Supplier any expenditure reasonably incurred by the End User in obtaining a substitute Managed Print Service from an alternative supplier; and/or

4.7.4 claim damages for any additional costs, loss or expenses incurred by the End User which are in any way attributable to the Supplier’s failure to deliver the Managed Print Service by the Delivery Date provided always that no liability for indirect and/or consequential loss shall be incurred by the Supplier.

5. WARRANTIES

5.1 The warranties given in this clause 5 are in addition to warranties given in other parts of this Agreement.

5.2 The Supplier warrants that:

5.2.1 the Hardware, Software and Services will be new (except where otherwise specified in this agreement) and of satisfactory quality and will be suitable for the purpose for which it is intended; and

5.2.2 as far as it is able, the Supplier will pass on to the End User the benefits of any Manufacturers' Warranties.

6. SOFTWARE AND DOCUMENTATION

6.1 The Supplier shall provide the Software and Documentation on the Installation Date.

6.2 In addition to the Documentation, the Supplier shall produce copies of any such licences, permissions and consents to the End User upon request.

6.3 The Supplier shall provide the Software and Documentation under the terms of this Agreement.

6.4 The Supplier shall develop and modify the Software.

6.5 The Supplier shall provide to the End User from time to time copies of the Documentation containing sufficient up-to-date information for the proper use and maintenance of the Managed Print Service. Such Documentation may be supplied in electronic form.

6.6 The End User may make such further copies of the Documentation as are reasonably necessary for the use of the Managed Print Service. The End User shall ensure that all Supplier's proprietary notices are reproduced in any such copy.

6.7 The End User may provide copies of the Documentation to any third party who needs to know the information contained in it, provided that such third party keeps the Documentation confidential.

7. SERVICES

7.1 On the terms and conditions set out in this Agreement, the Supplier agrees to:

7.1.1 Deliver the Services and install the Hardware and Software at the Property;

7.1.2 integrate the Hardware and the Software to form the Managed Print Service;

7.1.3 provide the Managed Print Service on the Installation Date; and

7.1.4 provide support and maintenance of the Managed Print Service in accordance with clauses 14, 15 and 16.

7.2 If requested to do so by the End User, the Supplier shall:

7.2.1 provide maintenance and support in accordance with this Agreement including the third schedule; and

7.2.2 make available to the End User suitably qualified personnel to carry out tasks on a consultancy basis accordance with this Agreement including the third schedule and the fourth schedule.

7.3 The Services shall be available to the End User between the hours of 08:30 and 17:00 on each and every Business Day.

7.4 Where there is a requirement for an extension of the hours referred to in clause 7.3 of this Agreement, the extension shall be agreed in writing between the Parties and the Supplier shall be entitled to charge the End User an additional fee in addition to the Support Charges.

7.5 The Services shall allow the End User to:

7.5.1 benefit from the Managed Print Service for the duration of this Agreement;

7.5.2 log support calls with a help desk by email, by telephone or by postal service;

7.5.3 log support calls through automated email alerts direct from the Hardware where this facility has been authorised by the End User;

7.5.4 receive telephone support in respect of any fault or query;

7.5.5 receive remote support via the network where this facility has been authorised by the End User;

7.5.6 receive at the Property a suitably qualified engineer to address a fault, where deemed necessary by the Supplier.

7.6 The Parties may agree in writing additional services to be provided outside the scope of this Agreement and the Supplier shall be entitled to charge an additional fee to the End User in addition to the Support Charges.

8. PRE-INSTALLATION TESTING

Before delivering any item of Software to the Property, the Supplier shall carry out reasonable tests to ensure that such item is in operable condition and is capable of meeting the requirements of the End User once properly installed.

9. INSTALLATION

9.1 The Supplier shall complete installation of each Hardware and the relevant Software at the Property by the Installation Date.

9.2 On the Installation Date the Supplier will:

9.2.1 liaise with the End User and provide all reasonable assistance so as to ensure that the Hardware is functional for use;

9.2.2 provide the End User with the Documentation; and9.2.3 use its reasonable endeavours to carry out all such other actions as may be

necessary to ensure that a fully functioning Managed Print Service is left at the Property as a result of the installation of the Hardware.

10. PAYMENT

10.1 The End User shall pay the Purchase Price to the Supplier and to the designated bank account of the Supplier as notified in writing by the Supplier to the End User.

10.2 The End User shall pay invoices raised by the Supplier within 30 days of receipt of an invoice.

10.3 The End User shall pay the Support Charges on the Support Commencement Date and on each anniversary of that date. The Supplier shall invoice the End User for the Support Charges no later than 30 days before any anniversary of the Support Commencement Date at the invoicing address provided by the End User.

10.4 The Purchase Price, the Support Charges and all other payments are net of tax. The End User shall, in addition, pay to the Supplier the amount of any tax, duty or assessment, including any applicable VAT, which the Supplier is obliged to pay and/or collect from the End User in respect of any supply under the agreement (other than tax on the Supplier's income).

10.5 If the End User fails to make any payment due to the Supplier under this Agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 25 the End User shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The End User shall pay the interest together with the overdue amount.

10.6 The cost per copy charge rate, and/or other maintenance charges will remain fixed for the duration of the Agreement unless varied in accordance with the Agreement.

10.7 At the End User's request, the Supplier shall produce to the End User, records and accounts of the Supplier and subcontractors relevant to the Managed Print Service, including its data processing facilities, and to such of its supporting documentation and explanations from Support Staff as is reasonable to ascertain compliance with this Agreement.

10.8 A request made by the End User pursuant to clause 10.7 above shall be made no more than once during any Contract Year and will be subject to reasonable prior notice given to the Supplier, except to the extent that such access is required by the End User's regulators outside of these parameters.

10.9 If, on such examination of the documents referred to in clause 10.7, the End User determines that any charges, prices, costs or expenses exceed or fall short of the amounts properly chargeable to, or recoverable from, the End User, an appropriate adjustment shall be promptly effected between the Parties.

10.10 If the Supplier visits a Property at the End User's request in order to investigate a failure of the Managed Print Service, which proves in the Supplier's reasonable opinion not to have been caused by a Defect, the Supplier may charge the End User for the time spent on such visit on a time-and-materials basis at its standard rates then in force.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Intellectual Property Rights in the Software and Documentation are, and shall remain, the property of the Supplier, and the Supplier reserves the right to grant a licence over such Intellectual Property Rights to any other party or parties.

11.2 The End User shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that the Supplier may consider necessary or desirable to perfect the Intellectual Property Rights of the Software and the Documentation.

11.3 The End User shall use its reasonable endeavours to prevent any infringement of the Supplier's Intellectual Property Rights in the Software and shall immediately report to the Supplier any such infringement that comes to its attention. In particular, the End User shall:

11.3.1 ensure, before starting to use the Software, is made aware that the Intellectual Property Rights of the Software is proprietary to the Supplier and that it may only be used and copied in accordance with this Agreement; and

11.3.2 implement suitable disciplinary procedures for employees (of the End User) who make unauthorised use or copies of the Software, except as provided for in clause 6.6; and

not permit third parties to have access to the Software without the prior written consent of the Supplier, who may require that such third party executes a written confidentiality agreement before being given access to the Software.

12. TRANSFER OF SOFTWARE

12.1 The End User shall not:

12.1.1 sub-license, rent, lend, assign or transfer in any other way this Agreement or the Software to any person without the prior written consent of the Supplier; nor

12.1.2 give access to the Software through any network of computers to users who are not employees or agents of the End User.

13. SUPPLY, USE AND ADAPTATION OF SOFTWARE

13.1 The Supplier shall provide any Software for the Hardware to the End User under the standard licence terms provided by the Supplier or licensor (copies of which shall be provided to the End User for approval prior to the installation of the Software).

13.2 The End User may use the Software with other software subject to the agreement with the Supplier where such agreement shall not be unreasonably withheld.

13.3 The End User may not make adaptations or variations to the Software without the prior consent of the Supplier.

13.4 The End User may not disassemble, decompile, reverse translate or in any other manner decode the Software, except as permitted by law.

14. INFORMATION AND COMMUNICATIONS

14.1 The Supplier shall supply the End User with New Releases in machine-readable form together with related amendments to the Documentation. The Supplier may make such new releases available for downloading over the internet and will promptly notify the End User when such downloads are available.

14.2 The Supplier shall notify the End User promptly in writing of the issue of any New Version, specifying the following:

14.2.1 the charge for delivery and installation of the new releases;

14.2.2 any licence fee that is payable for the new releases;

14.2.3 in what way the new releases differs from the previous version in terms of functionality, performance and compatibility.

14.3 For the avoidance of doubt, nothing in this Agreement shall oblige the End User to accept any new releases.

14.4 The Supplier shall ensure that support is available by telephone, e-mail and fax during Normal Working Hours to provide assistance to the End User in respect of the following:

14.4.1 remedying Defects in the Software; and

14.4.2 providing advice on the use of the Software.

14.5 The Supplier shall use reasonable efforts to ensure the accurate migration of any data, but gives no warranties as to the completeness or accuracy of such migration. The End User shall be responsible for checking the accuracy and completeness of the migrated data and shall promptly give sufficient details to the Supplier of any inaccuracies or omissions in order to permit the Supplier to correct them. If such data includes Personal Data, the Supplier shall return all copies of such Personal Data to the End User on completion of the data migration process.

15. SUPPLIER PERSONNEL: MANAGED PRINT SERVICE

15.1 The Supplier undertakes that its employees and contractors, while at the Property or any premises of the End User, will comply with all relevant rules and regulations laid down by the End User from time to time for the behaviour of its own employees and contractors, as notified to the Supplier in writing from to time. The Supplier shall remove any employee or contractor whom the End User can demonstrate has failed to comply with such rules, regulations and requirements.

15.2 The Supplier alone shall be responsible for the supervision, direction, control, wages, taxes, national insurance and benefits of the Support Staff. The Supplier assumes full responsibility for their acts and omissions and acknowledges that they are not employees or agents of the End User.

15.3 The Parties shall ensure that one principal relationship manager is appointed for each Party. Any correspondence in respect of the Managed Print Service and this Agreement shall be between such relationship managers. Any changes to the relationship managers shall be clearly communicated.

15.4 The Supplier will always inform the End User’s relationship manager before making any visit to the Property (other than for breakdown calls by service engineers).

15.5 The staff engaged by the Supplier to deliver the Managed Print Service to the End User will be fully trained and will have direct access to the manufacturer’s current technical manuals and support services.

15.6 The Supplier shall ensure that the staff engaged by the Supplier to deliver the Managed Print Service to the End User will be security vetted and approved to the Disclosure and Barring Service checks, or Baseline Personnel Security Standard checks standard or similar.

15.7 Where any transfers of staff from the Supplier to the End User or from the End User to the Supplier are required, any Transfer of Undertakings (Protection of Employment) Regulations (TUPE) requirements shall be met by the transferring Party.

15.8 The transferring Party shall be under no obligation to offer continuing employment to any staff once transferred to the receiving Party in accordance with TUPE. The receiving Party shall either continue the employment of the transferred staff or otherwise procure the termination of the transferred staff.

15.9 Where TUPE applies and prior to the commencement of employment of any staff with the receiving Party, the transferring Party shall provide to the receiving Party full and accurate details of each employee together with any other information which the receiving Party may reasonably require relating to each transferring employee.

15.10 The receiving Party shall discharge and indemnify and keep indemnified the transferring Party against all losses, damages, costs, actions, awards, penalties, fines, proceedings, claims, demands, liabilities (including without limitation any liability to tax) and expenses which the transferring Party may suffer, sustain, incur, pay arising from any act or omission of the receiving Party in relation to any transfer of staff from the transferring Party to the receiving Party pursuant to TUPE.

15.11 The receiving Party shall indemnify and keep indemnified the transferring Party for any redundancy or termination of employment of any staff that have been transferred from the transferring Party to the receiving Party pursuant to TUPE.

16. END USER'S OBLIGATIONS

16.1 The End User shall not, without the Supplier's prior written approval, allow any person other than a representative of the Supplier to modify, repair or maintain any part of the Software.

16.2 The End User shall co-operate with the Supplier in any manner reasonably required by the Supplier, including provision of information and data, making available suitably qualified employees and contractors of the End User and, subject to the Supplier's compliance with the End User’s normal security requirements:

16.2.1 provide access to the relevant systems at the Property for the purpose of carrying out diagnostics and correction of Defects, provided that such access shall be direct or remote, at the End User's option, and that, in the latter case, it will be subject to the Supplier's compliance with any additional requirements for security and encryption techniques or software which may from time to time be specified by the Supplier;

16.2.2 provide such further access for the Support Staff to the Property as is necessary to carry out the Supplier's obligations under this agreement. The End User shall obtain for the Supplier all permissions necessary to obtain such access; and

16.2.3 when the Support Staff are working on the Property, provide facilities and supplies reasonably required by the Supplier, such as power and computer consumables.

16.3 The End User shall, at its own expense, provide the equipment necessary at the Property to enable the access referred to in clause 16.2.1 in accordance with the specifications set out in the Technical Specification, but all other costs and expenses for such access shall be borne by the Supplier.

16.4 The End User may restrict access to certain areas of its Property, premises or systems on security grounds.

16.5 The End User shall, no later than the Support Commencement Date, appoint and maintain for the duration of this Agreement, an End User Representative and a deputy to that individual, and shall notify the Supplier of the names of those individuals promptly on their appointment.

16.6 The End User shall comply, as soon as reasonably practicable, with all the Supplier's reasonable requests for information or assistance.

17. LICENCES

17.1 The Supplier shall obtain all necessary licences, permissions and consents required to enable it to supply the Hardware, the Software and Documentation to the End User for the Managed Print Services’ use and operation.

17.2 The Supplier shall produce copies of such licences, permissions and consents to the End User upon request.

17.3 The End User shall procure the correct number of licences from the Supplier required for the Hardware’s use and operation.

18. TRAINING

18.1 The Supplier undertakes to provide the Training to the End User within 7 Business Days of the Installation Date.

18.2 Any additional training required by the End User shall be provided by the Supplier at such rates specified by the Supplier and agreed in advance with the End User.

19. MAINTENANCE SERVICES AND BREAKDOWN ASSISTANCE

19.1 The Supplier shall provide the Maintenance Services in accordance with the Services Specification in all material respects.

19.2 In addition to clause 19.1 above, the Supplier shall provide any agreed Breakdown Assistance within 4 hours of being requested to do so by the End User [(regardless of whether such request is made on a Business Day or not)], unless agreed otherwise by the Parties, and in any event will use all reasonable endeavours to meet any other performance dates for the provision of the Maintenance Services.

19.3 The Supplier shall have the right to make any changes to the Maintenance Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Maintenance Services, and the Supplier shall notify the End User in any such event.

19.4 The Supplier warrants to the End User that the Maintenance Services will be conducted using all reasonable care and skill and in any event in accordance with the Services Specification and any instructions or guidance provided by the manufacturer of the Hardware.

20. MAINTENANCE SERVICES AND BREAKDOWN RESPONSE TIME

20.1. The Supplier shall use best endeavours within the context of the Key Performance Indicators as detailed within the First Schedule, to provide to the End User a hardware fault breakdown service standard Response Time of 4 working hours and a fix time of 2 working hours.

20.2. The Parties may agree an enhanced hardware fault breakdown service response time (of 2 hours from reporting to fix) or a basic hardware fault breakdown service response time (of 6 hours from reporting to fix) or such other variation to the Services as agreed by both parties. Such alterations to the Response Time and fix time shall be agreed in writing between the Parties and the Supplier shall be entitled to charge the End User an amended fee to the Charges.

20.3. Where the Hardware experiences a fault for over 24 hours continuously, the Supplier shall provide a loan to the End User commencing within a 72-hour period and continuing until the Hardware is fully operational.

21. EVENTS OF DEFAULT

21.1. An “event of default” shall be deemed to have occurred if the End User:21.1.1. fails to pay the Purchase Price or any other sum due and payable under this

Agreement within 3 days of demand of payment;

21.1.2. breaches any clause of this Agreement;

21.1.3. makes any statement, representation or warranty under or in relation to this Agreement which is or becomes materially incorrect; or

21.1.4. is unable to pay its debts as they fall due.

22. LIABILITY

22.1 Without prejudice to clause 22.2, the Supplier's maximum aggregate liability for breach of this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed £5,000,000] in respect of any one or a series of claims arising from the one event.

22.2 Nothing in this Agreement shall exclude or in any way limit:

22.2.1 either party's liability for death or personal injury caused by its own negligence; or

22.2.2 either party's liability for fraud or fraudulent misrepresentation; or

22.2.3 liability for any breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973 or any other liability which cannot be excluded by law.

22.3 This Agreement sets forth the full extent of the Supplier's obligations and liabilities in respect of the Managed Print Service and its hiring to the End User. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Supplier except as specifically stated in this Agreement. Any condition, warranty or other term concerning the Managed Print Service which might otherwise be implied into or incorporated within this Agreement, whether by statute, common law or otherwise, is expressly excluded.

22.4 With the exception of Clause 11 Intellectual Property Rights, the Supplier shall not be liable under this agreement for any:

22.4.1 loss of profit; or

22.4.2 loss of revenue; or

22.4.3 loss of business; or

22.4.4 indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

23. DISPUTE RESOLUTION

23.1 Any dispute which may arise between the Parties concerning this Agreement shall be determined as provided in this clause 23.

23.2 For the purpose of this clause 23, a dispute shall be deemed to have arisen when one Party serves on the other a notice in writing stating the nature of the dispute.

23.3 After service of the notice of dispute, the following procedure shall be followed by the Parties (all periods specified in this clause 23.3 shall be extendable by mutual agreement):

23.3.1 within five days the Parties shall meet face to face, if possible, to attempt to settle the dispute; and

23.3.2 if the Parties are unable to reach a settlement within ten days from the date of service of the notice, Parties shall meet face to face, if possible, within the following seven days to attempt to settle the dispute.

24. REPLACEMENT

24.1 The Supplier shall provide a replacement of the Hardware, or any part of it, on a like for like basis and within 10 working days upon notice being received by the Supplier, where:

24.1.1 the Hardware has required 4 breakdown calls in one Quarter for the same fault which has resulted in the Hardware failing to produce print and/or copy;

24.1.2 Hardware producing coloured print has become incapable of achieving the reference standard, in comparison with the sample images provided to the End User;

24.1.3 Hardware producing mono print has become incapable of achieving the reference standard, in comparison with the sample images provided to the End User; and

24.1.4 the Hardware is not fit for purpose.

25. TERMINATION

25.1 Without limiting its other rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the End User if the End User commits an event of default (as per clause 21 of this Agreement) and (if such breach is remediable) fails to remedy that breach within 30 Business Days after receipt of notice in writing to do so.

25.2 On termination of this Agreement for any reason the accrued rights and remedies of the Supplier as at termination shall not be affected, including the right to claim damages in respect of any event of default which existed at or before the date of termination.

25.3 The End User may voluntarily terminate this Agreement by giving at least 30 days written notice given to the Supplier.

25.4 In addition to clause 25.3 above, the End User may terminate this Agreement if the Supplier:

25.4.1 materially breaches this Agreement;

25.4.2 becomes insolvent;

25.4.3 has a receiver or administrator appointed;

25.4.4 is subject to a winding up petition or a resolution for winding up; or

25.4.5 ceases to carry on its business.

25.5 Notice of such termination of this Agreement by the End User shall be in writing to the Supplier and will be effective upon actual receipt by the Supplier.

25.6 Where the End User and the Supplier have made all reasonable attempts to rectify any dissatisfaction of the End User pursuant to clause 23 of this Agreement and the End User remains dissatisfied with the Supplier in respect of the Supplier’s obligations under this Agreement, the End User reserves the right to terminate this Agreement and request the Supplier to remove the Managed Print Service with no penalty incurred by the End User.

26 CONSEQUENCES OF TERMINATION

26.1 Upon termination of this Agreement, however caused:

26.1.1 the Supplier's consent to the End User's possession of the non-Hardware elements of the Managed Print Service (with the exception of any inherent Software supplied with the Hardware where the Hardware has been Outright Purchased) shall terminate and the Supplier may, by its authorised representatives, without notice and at the End User's expense, retake possession of the non-Hardware elements of the Managed Print Service (with the exception of any inherent Software supplied with the Hardware where the Hardware has been Outright Purchased) and for this purpose may enter the Site or any premises at which the Managed Print Service is located; and

26.1.2 without prejudice to any other rights or remedies of the End User, the End User shall pay to the Supplier on demand:

26.1.2.1 all Charges and other sums due but unpaid at the date of such demand together with any interest accrued; and

26.1.2.2 any costs and expenses incurred by the Supplier in recovering the non-Hardware elements of the Managed Print Service (with the exception of any inherent Software supplied with the Hardware when Outright Purchased) and/or in collecting any sums due under this Agreement (including any storage, insurance, repair, transport, legal and remarketing costs).

26.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

27. NOTICES

27.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

27.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at [SPECIFY RELEVANT ADDRESSES OF SUPPLIER AND END USER]; or

27.1.2 sent by email to the address specified in [SPECIFY RELEVANT EMAIL ADDRESSES OF SUPPLIER CONTACT AND END USER CONTACT].

27.2 Any notice shall be deemed to have been received:

27.2.1 if delivered by hand, on signature of a delivery receipt;

27.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service;

27.2.3 if sent by email, at 9.00am on the next Business Day after transmission.

27.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

28. DATA PROTECTION

28.1 The following definitions apply:

28.1.1 the terms "data controller", "data processor", "data subject" and "processing" bear the respective meanings given them in the Data Protection Act 1998, and "data protection principles" means the eight data protection principles set out in the first schedule to that Act;

28.1.2 data includes Personal Data; and

28.1.3 “End User Personal Data” means any Personal Data provided by or on behalf of the End User.

28.2 The Supplier shall:

28.2.1 only carry out processing of any End User Personal Data on the End User's instructions;

28.2.2 implement appropriate technical and organisational measures to protect any End User Personal Data against unauthorised or unlawful processing and accidental loss or damage; and

28.2.3 only transfer End User Personal Data to countries outside the European Economic Area that ensure an adequate level of protection for the rights of the data subject.

28.3 The Supplier shall promptly and fully notify the End User in writing of any notices in connection with the processing of any End User Personal Data, including subject access requests, and provide such information and assistance as the End User may reasonably require.

28.4 The End User acknowledges that the Supplier will be acting as a data processor, rather than as a data controller, in respect of all such data processing activities which the Supplier carries out under this agreement.

29. FORCE MAJEURE

Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 1 calendar month, the Party not affected may terminate this agreement by giving five days' written notice to the affected Party.

30. CONFIDENTIAL INFORMATION

30.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other party belongs.

30.2 Each Party may disclose the other Party's confidential information:

30.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 30; and

30.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

30.3 No party shall use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.

31. WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

32. RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

33. GENERAL

33.1 This Agreement and the documents referred to in it constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

33.2 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

33.3 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No

single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

33.4 No variation of this Agreement shall be effective unless it is in writing and signed by duly authorised representatives of the Parties.

33.5 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

33.6 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

33.7 Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

33.8 This Agreement may be executed in two counterparts, each of which when executed and delivered shall constitute a duplicate original, but both of the counterparts shall together constitute the one agreement.

33.9 The Supplier shall not, without the prior written consent of the End User, assign, transfer, charge, mortgage, sub-contract, declare a trust of or deal in any other manner with all or any of the Supplier’s rights or obligations under this Agreement.

33.10 A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

33.11 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

33.12 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

33.13 If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

33.14 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS of which this Agreement has been signed and delivered on the date first stated above.

Schedule 1

A The Hardware

B The Services

C Software

D Purchase Price

E Other

Schedule 2

Specification

Schedule 3

Training

Schedule 4

Property

Schedule 5

Warranties, Guarantees and Indemnities of the manufacturer

SIGNED by[a director] for and on behalf of [SUPPLIER]:

[Director]

SIGNED by[●] for and on behalf of [END USER]: