Franking Machine Support & Service Terms & Conditions

The following terms & conditions shall apply to the Customer detailed in the Customer Information of the Customer Order & Support Agreement:

1 DEFINITIONS

1.1 ‘the Equipment’ shall mean items specified in the Equipment & Support Schedule of the Customer Order & Support Agreement.

1.2 ‘the Company’ shall mean Mailcoms Ltd.

1.3 ‘POS’ shall mean the period of support, which is 9.00am to 5.00pm Monday to Friday excluding Bank Holidays.

1.4 ‘Support’ shall mean the service level as specified in the Support Schedule of the Customer Order & Support Agreement. The associated entitlements are detailed within the annual support invoice.

1.5 ‘the Customer’ shall mean the Customer specified in the Customer Information of the Customer Order & Support Agreement.

1.6 ‘the Site’ shall mean the premises referred to in the Customer Information of the Customer Order & Support Agreement and Royal Mail Licence.

1.7 ‘the Manufacturer’ shall mean the Manufacturer(s) of the Equipment.

2 SCOPE OF MAINTENANCE

2.1 The Company agrees to provide support in respect of the Equipment. Any change to the install/invoice address must be advised in advance to the Company and will incur a relicensing charge.

2.2 The Company will provide support while the Equipment is operated in accordance with the Companies published specifications and any other specifications (published or otherwise) applicable thereto by the Manufacturer(s).

2.3 Dependant on service level, replacement parts will be furnished on an exchange basis when installed by the Company and may not be new provided they are equivalent to those in performance. Replaced parts will become the property of the Company.

3 TERM

3.1 The Support agreement shall commence on the acceptance by the Customer as defined by the date the Customer Order & Support Agreement is signed and/or the despatch/installation date, whichever is the sooner. This will continue until the minimum period and will then automatically renew annually on the anniversary of the commencement date. This agreement can only be terminated by completing a Termination Form giving not less than 90 days’ notice prior to the annual renewal date or 90 days before the end of the minimum period of the contract and/or lease. Support invoices raised and/or due within the minimum period as stated in the Customer’s Acceptance will remain payable regardless of termination notice if this falls within the minimum period. Upon termination of the agreement, no refunds shall be given for all or part of the Support agreement fee that has already been invoiced. Any invoices raised during the agreed 90-day notice period outside of the agreed minimum period will also be payable in full as detailed in clause 8.1 of the terms & conditions shown below.

3.2 Where 12 months free Support is given the Customer accepts this agreement must run for a further minimum period of 2 years unless a different minimum period is agreed as outlined overleaf in the Lease/Rental Information and/or Customer’s Acceptance.

3.3 Support will only be provided by the Company if:

(a) The agreement is concurrently in existence for the provision of Support.

(b) The Customer has fulfilled all its obligations strictly under the terms of the agreement and, in particular (but without prejudice to the generality of the foregoing) has paid all amounts due and outstanding to the Company.

3.4 After the minimum term, any downgrade of service level (model applicable), must be notified in writing giving not less than 90 days’ notice prior to the annual renewal date.

4 ROYAL MAIL FRANKING LICENCE

4.1 If the Equipment is a Postal Franking Machine the Customer agrees to conform to the Royal Mail Franking Licence Scheme terms & conditions. These can be found at www.royalmail.com/scheme.

5. SUPPORT LIMITATION

Support is contingent upon the proper use of the Equipment in accordance with the Company’s published specifications and the Manufacturer’s specifications (whether published or not), and does not (for the avoidance of doubt) include any of the following:

(a) Electrical work external to the Equipment, or maintenance of accessories, attachments, or other devices not furnished by the Company. This includes support related to damage caused by power surges or power cuts, which in extreme cases may lead to software faults. It is the Customer’s responsibility to ensure appropriate protective measures are in place where there is a risk of such occurrences.

(b) Support required due to external items such as telephone lines, LAN connections, computer systems, third-party software, networks, etc., even if these are connected to the Equipment.

(c) Franking machine ink cartridges and print heads.

(d) Support necessitated by the use of consumables (e.g. ink cartridges, labels) not supplied by the Company, or general support related to the use of non-Company ink.

(e) Support that is unsafe or impractical for the Company to provide due to alterations made to the Equipment or its connection—by mechanical or electrical means—to devices not supplied by the Company.

(f) Support for Equipment located in environments deemed by the Company to be unsafe or hazardous.

(g) Support necessitated by environmental factors external to the Equipment.

(h) Support required due to accidents (unless covered under the agreed level of service as detailed in the Equipment & Support Information), neglect, alterations, improper use or misuse of the Equipment—particularly with respect to print heads or screens—or repairs attempted by non-Company personnel.

(i) Wi-Fi or network-related support, or any work on the Customer’s own network infrastructure.

(j) Assistance with the relocation of Equipment.

(k) Onsite installation and training (unless otherwise specified in the Further Information section).

(l) Additional onsite training.

For clarity, the Customer is also reminded of their ongoing obligations detailed under clause 7.4, including the requirement to follow all instructions displayed by the Equipment, such as completing required downloads and refraining from powering down the Equipment when prompted. Failure to comply may result in issues not covered under the warranty or support agreement.

6 MAIL-INK INCLUSIVE PLAN

The Mailcoms Mail-ink inclusive plan is subject to a fair use policy which all Customers are expected to adhere to. The fair use policy specifically covers the following points:

• Inks will be issued on request only; a meter piece count is required before despatch and prior to issuing an ink cartridge for monitoring and technical purposes. Only the specified amount of ink will be provided free of charge under the Mail-Ink Inclusive plan as specified within the annual support invoice and/or as detailed in the Support Schedule of the Customer Order & Support Agreement.

• Delivery on inks will be on a free 3 -5 standard delivery service, upgrades are available at a charge.

• Any remaining inks left on your plan in any year cannot be rolled over to another period and/or renewal/agreement.

• All inks supplied must only be used in the machine which refers to the service agreement, inks issued must not be used in other machines or resold.

• The ink inclusive plan specifically covers the volume recommended on your machines, if further inks are required over and above the annual amount which is included, this must be purchased via Mailcoms directly, use of third-party inks in machines under the mail-ink plan will affect certain aspects of your service and support and warranty specifically related to print issues.

Failure to adhere to the above may result in Mailcoms seeking action to recover any loss of potential earnings.

7 RESPONSIBILITIES OF THE CUSTOMER

7.1 Throughout the term(s) of any agreement for support, the Customer shall maintain Site conditions (if any) within specifications provided by the Company and/or Manufacturer(s).

7.2 The Customer shall allow the Company full and free access to the Equipment.

7.3 The Customer agrees that they must have cover to conform to the terms of the Royal Mail Franking Licence Agreement by way of either an Annual Support Agreement as detailed overleaf and/or the Customer agrees to cover the cost of mandatory postal rate updates.

7.4 The Customer must follow all on-screen instructions provided by the franking machine at all times. This includes, but is not limited to, completing required downloads and refraining from powering down the machine when instructed. Failure to comply may result in critical software failure, which will not be covered under the machine’s warranty package.

8 CHARGES

8.1 Charges for Support shall commence on the date of the Companies acceptance of any agreement for Support and shall continue until the end of the minimum period as stated in the Customer’s Acceptance. The annual Support charge will continue until termination notice has been provided in writing giving 90 days’ notice. Support invoices will be raised and payable for the entire minimum period, in the event of termination within the minimum period, all annual invoices covering this period will be issued immediately and become payable prior to completion of termination. If a termination request is received outside of the agreed minimum period, any invoices raised within the 90 days will remain payable regardless of the termination date and period. Please note no pro-rata refunds will be issued.

8.2 For the avoidance of doubt, the failure of the Customer to pay any charges when due shall constitute sufficient cause for the Company to suspend or terminate any agreement for Support.

8.3 Charges are exclusive of Value Added Tax and any other taxes and charges, which the Company may be, required to pay. These will be added at the time of invoice.

9 PAYMENT AND CREDIT

9.1 A non-refundable £100 deposit is required to secure and initiate your order.

9.2 Invoices raised by the Company to the Customer are due for payment 30 days from the date of the invoice unless otherwise specified.

9.3 When payment is made by Direct Debit the Customer will be given not less than 4 days’ notice of their account being debited or as otherwise agreed.

9.4 If the Customer fails to make payment when due, entirely prejudice to any of the other rights of the Company, the Customer will in addition pay a late payment charge of 8% over the NatWest Bank base rate basis, calculated monthly until the date of actual receipt by the Company.

9.5 The Company reserves the right to take legal proceedings against any Customer for failing to settle invoices within the due date. The Company will apply an administration fee of £75+VAT. All court costs and fees for debt recovery will also be met by the Customer and any such fees will be added to the total claim including the administration fee.

9.6 The Company reserves the right to suspend the Customer’s account and render the Equipment inoperable until full payment is received.

10 CONFIDENTIAL INFORMATION

The Customer agrees to maintain in confidence and not to disclose, reproduce or copy any materials, documentation or specifications which are provided to the Customer hereunder, or which are left by the Company on the Customer’s premises. The Customer shall take all reasonable steps to ensure that its employees are bound by the same obligations and that such obligations endure beyond termination of the employment with the company.

11 TERMINATIONS

The Company shall have the right without prejudice to any other remedies at any time by giving notice in writing to the Customer to terminate this agreement forthwith in any one of the following events:

11.1 If the Customer fails to pay any sums on the due date of payment: or

11.2 If the Customer commits any other breach of any of the terms and conditions of this agreement: or

11.3 If the Customer ceases to carry on business or a substantial part of thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation where compulsory or voluntary (other than for the purpose of amalgamation or reconstruction) or compounds with its creditors generally or has a receiver or manager appointed over all of its arrears to suffer execution or takes or suffers any similar action consequence or a debt becomes unable to pay its debts as they fall due.

11.4 The Customer agrees to cover the Equipment delicense charges of £95 + VAT upon termination of their support/lease or rental agreement with the Company. Customers who have purchased the Equipment outright agree to allow the Company to collect such Equipment for the purposes of delicense.

11.5 The Customer agrees to return to the Company any equipment acquired via a lease and/or rental agreement at the end of the agreement detailed in the Lease/Rental Information of the Customer Order & Support Agreement or pay compensation of £250+VAT if the Equipment is no longer in its possession.

12 LIMITS OF LIABILITY

12.1 Subject to the provisions where applicable of the Unfair Contract Terms Act 1977, all warranties, conditions, guarantees or representations where express or implied by statue or otherwise, hereby excluded.

12.2 The Company shall, under no circumstances, be liable for any indirect, special or consequential loss (including loss of anticipated profit or third-party claims) howsoever arising either from breach or non-performance of any of its obligations under the agreement or from the supply of or intended use of goods provided, even if the Company has been advised of the possibility of such potential loss, except that the Company shall be liable for loss arising from death or personal injury resulting from the proven negligence of the Company. The Company does not accept liability nor compensate the cost of postage if the Customer sources an alternative method to price mail in the event of a franking machine breakdown.

12.3 The Company does not accept any liability in the event of a network failure or as a result of a franking machine being connected to a Customer’s network via Wi-Fi or LAN.

12.4. The Company does not accept any liability for any changes in regulations or of services and/or operating systems by the Manufacturer(s) and/or Royal Mail that may render the Equipment obsolete or limited in the services that it provides or is unable to sustain the necessary software updates required to fulfil such changes.

13 NOTICES

All notices to be given under this agreement shall be in writing and/or email and shall be sent to the respective addresses of the Customer and the Company set out in the Customer Information of the Customer Order & Support Agreement or at the registered office of the Company to be served.

To ensure compliance with law and regulations and to also ensure these conditions reflect the growth and development of the business it represents, the Company reserves the right to amend these terms and conditions at any given period on the condition that there has been sufficient notice provided by the Company to the Customer (no less than 30 days). It is the Customer’s responsibility to ensure that contact details given at the point of order will be a continued live email address such as a generic company contact and/or any changes in contact details are communicated immediately and efficiently. Whilst the Customer continues to use our Support including the payment of annual invoices, this would automatically signify acceptance of our terms & conditions as default which can be viewed either online at https://www.mailcoms.co.uk/terms-and-conditions/ or requested from us directly. You can determine when these terms & conditions were last revised by referring to the last updated note at the bottom of the current published terms & conditions.

14 MISCELLANEOUS

14.1 The Company reserves the right to charge for postal rate updates or franking machine re-crediting.

14.2 The Company reserves the right to increase the Support fee to cover increased costs and/or inflation. Whilst all effort is made to communicate any changes with our Customer’s in respect of proportional increases from internal evaluation of increased Company costs and/or inflation, the Company reserves the right to make any necessary annual Support charge increases without prior notice. If the annual increase exceeds 7% then 3 months’ notice will be provided in writing and/or email to the Customer.

14.3 Where an Equipment guarantee/warranty is given this only applies to the mechanical functions of the equipment and must be covered by at least a Mailcare Plus or Mailcare Extra support agreement. Without a valid support agreement, no Equipment warranty/guarantee applies. A franking machine warranty/guarantee does not cover against legislation, price structure or postage advancement changes within the Royal Mail.

14.4 The Company follows its own environmental recycling policies and as such some Equipment supplied may include some refurbished/re-manufactured parts.

14.5 This agreement is not assignable by the Customer without prior written consent of the Company. Any such assignment shall be void.

14.6 The invalidity or unenforceability for any reason of any part of these terms & conditions shall not prejudice the continuation in force of the remainder of the terms & conditions.

14.7 This agreement shall be deemed to have been made in order and shall be constructed pursuant to the laws of England & Wales.

14.8 The Customer acknowledges that they have read these terms & conditions and understands and agrees that this Support agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the agreement.

15 ORDER CANCELLATION

If the customer decides to cancel this agreement, once signed, then a cancellation fee will be payable of £300 + VAT to cover administration and/or licensing costs (in the case of postal franking equipment).

16 SALE/OUTRIGHT PURCHASE

Where the Customer chooses to purchase Equipment outright an invoice will be issued upon receipt of your order and must be paid prior to or on the installation date. If the Customer fails to pay within these terms, then the Company reserve the right to suspend your account for postage and supplies until the account is settled in full. All goods supplied must not be moved from the installation site and do not become the Customer’s property until full payment is received and cleared.

Company VAT Number: GB921930535

Company Registration Number: 5884771