TERMS AND CONDITIONS OF THE FUJI XEROX BUSINESS CENTRE SUNSHINE COAST FULL SERVICE AND MAINTENANCE AGREEMENT (FSMA)

FXBCSC Pty Ltd trading as Fuji Xerox Business Centre Sunshine Coast will be referred to hereafter as FXBCSC. Any reference to We, Us, Our or Ours will refer to FXBCSC.
The Customer whose name and address appears on the first page of the original agreement will be referred to hereafter as the Customer. Any reference to You, Your or Yours will refer to the Customer.
The Equipment as specified on the first page of the original document is the subject of these Terms and Conditions and will be referred to hereafter as the Equipment.
Goods describes such items including but not limited to parts and consumables whether provided under the terms of this Agreement or charged for at time of order and/or delivery to the Customer.
Services describes any labour component provided under the terms of this Agreement or charged for upon performance for the benefit of the Customer.

TERMS AND CONDITIONS

FXBCSC agrees to provide the Customer, during FXBCSC’s normal business hours, with service and maintenance for the Equipment. This service will be available on the first business day following the date of signing this Agreement provided current meter readings are provided at installation, or by the Customer in the case of existing equipment.
The agreement, which constitutes the whole agreement between FXBCSC and the Customer, is not assignable or transferable and is subject to the following conditions:

  1. SERVICE
    1. Where applicable, train the Customer’s representative/operator in the correct use of the equipment.
    2. Service the Equipment and provide any labour and replacement parts (if indicated in the “Inclusions” section on Your agreement) necessary to ensure normal working operation of the Equipment. Replacement spare parts will be of serviceable quality and may be new or reconditioned. Replaced components will become the property of FXBCSC.
    3. Where toner is included in the cost per copy (as indicated in the “Inclusions” section on Your agreement), FXBCSC shall be entitled to charge for toner use in excess of Fuji Xerox specifications as outlined in the appropriate model CED, which are based on average yields of A4 copies at standard coverage.
    4. Provide all mandatory retrofit modifications as introduced by the manufacturer (free of charge).
    5. Relocate the equipment at the Customer’s request at the then current relocation charge rates but only within FXBCSC’s area of operation.
    6. FXBCSC reserves the right to (i) increase meter charges at not less than six (6) monthly intervals, or when significant price increases are passed down by the manufacturer, and/or (ii) charge a minimum basic monthly charge on equipment. Notwithstanding the term of agreement, within sixty (60) days of any alteration of the charges the Customer may terminate the contract in accordance with Clause 8.1 if the altered charges are not accepted.
    7. FXBCSC reserves the right to charge any tax implemented by the Federal or State Government whether implemented on a capital or revenue basis including but without limiting those referred to as Goods and Services Tax.
    8. FORCE MAJEURE: FXBCSC shall be relieved from liability from this Agreement if and to the extent it shall be unable to carry out any or all of it’s obligations hereunder for any cause beyond its reasonable control, including but not limited to; unavoidable casualty, delays in delivery of materials, embargoes, government orders, acts of civil or military authorities, emergency conditions (including weather conditions) incompatible with safety or good quality workmanship, or any similar unforeseen event that renders performance commercially implausible.
  2. EXCLUSIONS
    1. Replacement of those items considered as a “consumable” item including but not limited to paper, any throughput materials, staples and paper trays (unless specified on Your agreement).
    2. Electrical work, or, computer/software/network/interface work external to the Equipment notwithstanding those Customers that have agreed to Our Technology Support Extension Program, the terms of which extend this Agreement.
    3. Repair of any malfunction or damage whatsoever caused by lightning, electrostatic discharge, electromagnetic interference, or power surges of any type.
    4. Any service or replacement made necessary by accident, negligence, wilful act, default or causes external to the Equipment.
    5. Calls for service made necessary by the failure of the operator to comply with instructions in the Operator Instruction Manual or any other request made by FXBCSC and it’s authorised personnel in the interests of maintaining machine reliability and serviceability.
    6. The labour and pro-rata costs of spare parts where these costs are attributed to the use of non-approved throughput materials or consumables.
    7. Training of operators in addition to that provided free of charge with initial installation.
    8. Relocation and collection of Equipment.
    9. Water damage.
  3. THE CUSTOMER
    1. Where applicable, the Customer will supply correct meter readings (as agreed) to FXBCSC no later than the 25th day each of calendar month. In the event the Customer fails to provide such readings, FXBCSC reserves the right to use system generated estimates or recent service call meter readings and bill accordingly; such billing requires full payment as to avoid cancellation as per Clause 8. Any over/under estimations will be corrected in the next invoicing where a true and accurate meter reading is provided by the Customer or obtained by a service technician during a service call. Continuous non-reporting of meter reads may be considered in breach of the Agreement and therefore applicable to cancellation as per Clause 8.
    2. Shall operate the equipment and use it in accordance with the manufacturer’s and/or FXBCSC’s instructions.
    3. Shall accept liability for costs arising from items included in Clause 2.
    4. Shall recognise FXBCSC’s liability in respect of the supply of the services hereunder shall be limited to resupplying service or the cost of resupplying the service.
    5. Shall pay FXBCSC for all charges incurred in relation to this Agreement in full and without any deductions or withholding whatsoever on any account within the Trading Terms noted on the invoice and as set out in Clause 4, and in addition any fees and charges relating to collection of monies owed and/or owing, including but not limited to collection fees, dishonour fees and legal fees as set out in Clause 5. Failure to pay any or all amounts within the Trading Terms on the invoice will constitute fundamental breach of the Agreement by the Customer entitling FXBCSC to terminate this Agreement.
    6. Shall recognise that any consumables or other goods provided at no specified charge under this agreement remain the property of FXBCSC at all times.
    7. Shall recognise that property in any additional goods supplied remains with FXBCSC until all specified monies owed and/or owing are paid in full to FXBCSC.
    8. Shall, in the case of Equipment owned by FXBCSC or it’s financier:
      1. not dispose of, allow any lien to be created over, or encumber the Equipment and/or goods in any way;
      2. make any representations which lead or could lead to confusion arising in relation to FXBCSC or it’s financier’s title to the Equipment and/or goods;
      3. ensure that the Equipment and/or goods are kept and maintained in good order and repair and do everything reasonable to prevent any damage or loss;
      4. keep the Equipment and/or goods safe at all times against fire, accident, theft, and any other foreseeable risks and cover with a current Insurance Policy;
      5. not make any alterations to or modify the Equipment and/or goods without prior written consent from FXBCSC;
      6. not cause or allow to be caused the removal or relocation of the Equipment and/or goods without prior consent from FXBCSC;
      7. not remove any identification features on the Equipment and/or goods;
      8. notify immediately to FXBCSC of any loss or damage to the Equipment and/or goods.
    9. The Customer must maintain a current insurance policy for the equipment or include the equipment and software as part of the customer’s existing insurance policy for the full replacement value, noting the interests of FXBCSC and/or the Financier (whichever is the owner of the goods) and provide a copy of the certificate of insurance upon request to FXBCSC.
    10. The Customer warrants that the equipment and software are compatible and will continue to be compatible with the Customer’s network, notwithstanding any changes which may be made to the network in future.
    11. The Customer indemnifies and keeps indemnified FXBCSC for any damage or injury or liability whatsoever resulting from the installation, service and maintenance of the equipment, except in the case of negligence by FXBCSC.
  4. TRADE ACCOUNT
    1. If the Customer has obtained a credit facility through FXBCSC for the purposes of acquiring the Equipment then an automatic grant of a 14-day Trade Account will be offered by FXBCSC expressly for the provision of the Service.
    2. Where the Equipment is acquired by the Customer through an outright purchase or through a third-party financier the Customer must complete an application for a Trade Account with FXBCSC for the provision of the Service on terms of trade.
    3. The granting of a Trade Account from FXBCSC is at Our sole discretion.
    4. If You have a Trade Account with Us Our terms are strictly in accordance with Our payment terms as separately agreed with You in writing from time to time, or where there is no separate agreement, 14 days from the date of invoice.
    5. If You do not have a Trade Account then payment is required in advance by cash, cheque, EFT or credit card, and must be paid within 48 hours of placing an order. We will be entitled to cancel the order without notice to You if You fail to do so.
    6. Payments by cheque will not be considered received by Us until the cheque is cleared by Our bank.
    7. If any payment by You is dishonoured or reversed, You must pay Us an additional account processing fee of $40.00.
    8. An account settlement fee will be charged for payments made by credit card of up to 2% of the value for payments made by Visa or Mastercard. We cannot process other cards such as American Express or Diners Club.
    9. These terms also apply to any work We perform, or additional service We provide to You on request, and any costs arising from items included in Clause 2.
    10. This entire clause survives termination or expiry of these terms and conditions.
  5. OVERDUE ACCOUNTS
    1. You must pay Our invoices by each Due Date, which for the purpose of these terms is defined as the date following the last day of the payment term as agreed separately in writing, or where no separate agreement exists, the 14th day after the date of invoice.
    2. Any account which is not settled by the Due Date will attract a late payment fee equal to 2.5% of Your unpaid account, charged monthly until Your account is paid in full, beginning on the 60th day after the date of invoice.
    3. You agree that this late payment fee is a genuine pre-estimate of the loss We would suffer if You do not pay the invoice by the Due Date.
    4. Notwithstanding Your acknowledgement under clause 10, if the arrangements provided under this clause would otherwise constitute a credit contract as defined in the Consumer Credit Code, the time for payment of any overdue account is limited to a total period not more than 60 days from the date of invoice.
    5. Nothing in this clause imposes an obligation on Us to extend Our payment terms to You for any period at all and We will not dispatch any products nor accept any further orders You place with Us if Your account is outstanding beyond 60 days from the date of invoice.
    6. If You are in breach of any of Our terms and conditions You agree that You are also responsible for all Our expenses of any kind including Our legal costs and any commission or other expense incurred by any debt collection agency We retain to recover the monies You owe us.
    7. We may commence legal proceedings against You for the recovery of any account which is overdue by 90 days or more from the date of invoice.
    8. This entire clause survives termination or expiry of these terms and conditions.
  6. CHANGES
    1. We may change the agreement at any time as permitted by law.
    2. Changes take effect at the time of posting to the FXBCSC website at https://www.fxbcsc.com.au/terms-conditions-fsma/.
    3. We will notify You of any major changes by email or post as necessary.
    4. If You do not agree to any of the changes made, You may terminate this agreement in accordance with Clause 8.1
  7. TERM
    1. Unless otherwise noted the term of this Agreement shall be for an initial period of 36 months for A4 devices and 60 months for A3 devices from the date as signed by the Customer and as accepted by FXBCSC followed by automatic renewal on a month-to-month basis (unless a variation is specified or termination takes place as per Clause 8).
  8. TERMINATION
    1. Cancellation of the Agreement shall be by way of 30 days notice in writing by either party to the other.
    2. FXBCSC reserves the right to terminate this Agreement forthwith if
      1. the Customer is in breach of any of their obligations herewith and such breach remains unremedied for 14 days following notice by FXBCSC specifying breach, or
      2. the Customer remains under a notifiable event as specified in Clause 10 for more than 30 days.
    3. FXBCSC also reserves the right to terminate this Agreement forthwith in the event that the Equipment is considered “End of Life” by the manufacturer indicating access to replacement parts would no longer be available and/or in the opinion of FXBCSC the Equipment has become too expensive to maintain and/or is obsolete.
  9. ADDITIONAL SOFTWARE
    1. FXBCSC employs the use of third party software for automating meter reads, status and service alerts on printers, copiers and MFP’s. This eliminates expensive and time consuming interruptions to both the Customer and FXBCSC while increasing the accuracy and timely delivery of information and may also eliminate any possible breach of this Agreement by the Customer under Clause 3.1.
    2. Enterprise level installations are supported with the ability to audit thousands of networked devices within minutes. Applications are usually installed on a server or main workstation connected to the network. This allows the application to perform an audit on a pre-scheduled date/time, retrieve the information and send it to a central server. Please be aware that the software installed on the Customer’s server or networked workstation will be configured to send information to a central server and as such the access to this software is limited to guest access by the end user.
    3. If the Preferred Meter Reading Method on Your agreement is selected as “Auto”, the Customer authorises FXBCSC to install such software on to their preferred server or networked workstation. The Customer acknowledges no ownership of such software is offered and the software remains the property of FXBCSC and also accepts all liability for installation on their system agreeing that FXBCSC have provided all information in relation to system requirements, space, etc.
    4. The Customer agrees to keep the server or networked workstation on which the software is installed, powered on, and connected to the Equipment via the Customer’s network at all times, except during network outages and routine network maintenance, and not to disable, disassemble, reverse engineer or otherwise interfere with the operation of the software.
    5. FXBCSC accepts no liability for any damage or loss associated with third party software.
  10. CUSTOMER ACKNOWLEDGEMENT
    1. You acknowledge that:
      1. You are not an associate or related body corporate or related party or related entity of Ours (as defined in the Corporations Act 2001); and
      2. the Consumer Credit Code does not apply to these Terms and Conditions.
    2. It is Your responsibility to ensure that the contact details We have about You including Your address details are correct and up to date at all times.
    3. You must promptly notify Us of any change in Your contact details.
    4. If, at any time:
      1. You believe that You may not or may be unable to perform or comply with Your obligations under these Terms and Conditions;
      2. You are unable to pay Your accounts as they fall due for payment;
      3. You cease or threaten to cease to carry on business or are unable to pay Your debts as they fall due.
      4. a cheque or bill of exchange received from You is dishonoured;
      5. You are or become insolvent or You have an administrator appointed;
      6. Your Trade Account is overdue and is not settled within Our trading terms; or
      7. there is a material change or proposed change to Your business ownership,
    5. You agree that:
      1. You will immediately notify Us that one or more of the above notifiable events has occurred and You will keep Us notified on a monthly basis until such notifiable event no longer exists or is no longer relevant;
      2. We have no obligation to You to perform any Service and may cease to deliver to You any product You have purchased while a notifiable event exists;
      3. We may close Your Trade Account with us, and/or terminate any agreement relating to the supply of products or Services;
      4. We may request payment in advance for all products You have ordered from us; and
      5. We have no obligation to respond to any offer You make to purchase any of Our product while a notifiable event exists.
    6. For the purpose of these Terms and Conditions, You are insolvent if:
      1. a receiver or receiver and manager or an agent for a mortgagee in possession has been appointed over all of Your assets and undertakings;
      2. You have passed an effective resolution for Your voluntary winding-up or You have committed an act of bankruptcy;
      3. an order has been made by a Court of competent jurisdiction for You to be wound up;
      4. a compromise arrangement (excluding a voluntary administration) has been made legally binding on You and Your creditors;
      5. You have presented a debtor’s petition and it has been accepted by the Registrar in Bankruptcy;
      6. You have entered into a composition, deed of assignment or deed of arrangement under Part X of the Bankruptcy Act (or equivalent) with Your creditors; or
      7. a legally binding sequestration order has been made against Your estate.

    These Terms and Conditions apply to all agreements. Last updated: September 4, 2017 at 11:37 am