This Term of Service and Use (the “Agreement”) is between “Impact” and the “client” as outlined in the Agreement. Impact and client may sometimes be referred to as a “party”. Freight for delivery of supplies and parts is charged to the client on all Agreements. No service will be performed until payment is received. This Agreement is non-cancellable for the term specified, except as provided herein. This Agreement is meant to list the scope of services provided under the Agreement and the terms of service and use of those services related to the new multifunctional and single function product (“equipment”).
Section 1 - Scope of Services
The charges established by this Agreement include payment for maintenance by Impact Networking, LLC, its subsidiaries and/or affiliates (hereafter referred to as “Impact”) during normal business hours: adjustments, parts replacement, drums and cleaning material required for the proper operation as determined by Impact. This Agreement covers both the labor, travel and the material for adjustments, repairs and replacements of parts as required under normal use of the equipment except as hereinafter provided. This Agreement is limited to only provide maintenance to Equipment that is required to keep or get the Equipment operational and is not an Agreement for general or as requested services; Impact is given all discretion to determine if or when the Equipment shall be serviced or repaired. This Agreement does not include but is not limited to the following items: toner/ink, maintenance kits, fusers, print heads, jet direct card, formatter boards, paper or staples. Damage to the equipment or its parts arising out of misuse, abuse, negligence, incorrect power and/or outlet, or causes beyond Impact’s control are not covered. In addition, Impact may terminate this Agreement in the event the equipment is modified, damaged, altered or serviced by personnel other than those employed by Impact. Parts and components that have reached 80% of their maximum supported lifetime and/ or the maximum usage limit as set forth in the manufacturer’s operating manual, will not be provided, repaired, or replaced as part of this Agreement.
Section 2 - Labor Performed
Labor performed during a service call includes lubrication and cleaning of the equipment and adjustment, repair or replacement of parts. All parts necessary for the normal maintenance of the equipment and subject to the general scope of coverage, will be furnished free of charge during a service call included in the maintenance service provided by this Agreement, unless otherwise noted.
Section 3 - Service Limitations
Customer agrees Impact will not be required to make adjustments, repairs or replacements made necessary resulting from (i) unauthorized third parties performing any maintenance, repair or replacement, (ii) Customer modifying, relocating, damaging (including without limitation, unavoidable accidents), abusing or misusing the Equipment (including without limitation, the spilling of toner or other substance in the machine), and the breaking of lids, hinges, cassettes, etc., (iii) unauthorized Equipment alteration and tampering, or interconnection with non-compatible Equipment, (iv) obsolete Equipment or components deemed beyond repair in the sole judgment of Impact, (v) placing the Equipment in an area that does not conform to Impact space, electrical and environmental requirements (including without limitation, excessive dust, chemical residues, abnormal high or low temperatures), (vi) telephone or electrical power failure, (vii) strikes, accidents, embargoes, or war, (viii) Acts of God, lightning or other incidents of excess voltage or power surges, or (ix) Customer using toner, drum, processing units, ink, film, etc., from any source other than a service provider authorized by Impact. If maintenance is made necessary resulting from any of the above listed occurrences or other work not covered under the remedial maintenance obligation, at Impact’s election, Impact may either (a) provide such maintenance and bill to Customer at Impact’s then current rates for labor and parts (which shall be due and payable in full upon receipt of invoice) or (b) terminate this Agreement. Customer agrees that Impact will not be required to make adjustments, repairs, or replacements if Impact is not provided reasonable or safe access to the Equipment.
Section 4 - Remedial Maintenance
During the term of this Agreement, Impact agrees to perform the maintenance and repair that will keep the Equipment in good working order and condition, normal wear and tear excepted. If Impact is notified by Customer during the term of this Agreement that the equipment is not in good working condition, Impact will, during Impact’s established normal service hours, make necessary adjustments and repairs including replacement of parts (if parts are included as part of the terms of this Agreement.) If parts are not included in this Agreement, Impact will promptly provide a quote for the appropriate part(s).
Impact’s normal service hours are 8:00 a.m. to 5:00p.m. Monday through Friday, excluding holidays. Impact may from time to time adjust these hours as may be required in the course of business, at which time the customer will be advised. Customer agrees to pay for all travel and labor time for service calls after Impact’s normal service hours, on weekends and on holidays (including Impact designated holidays) at overtime rates in effect at the time the service call is made. Impact provides 24/7 service by calling 888-752-0052. Applicable rates will be given at time of call. Service at times other than Impact’s established normal service hours may be furnished on an “as available basis” at published rates then in effect. Replacement parts may have been used and/or reconditioned. Parts that have been replaced will remain the property of Impact.
Section 5 - Customer Responsibility
Customer will be responsible for daily care and cleaning of the top glass and scan slit glass, dusting Equipment, replenishing toner, replacing disposal tank, clearing jams, etc., (where applicable). Customer also agrees to provide suitable electrical service and maintain proper environmental conditions.
Section 6 - Charges
The initial charge for maintenance under this Agreement is set forth in the shopping cart/or stated otherwise. Impact will not perform any services until the initial charge is paid in full. The Customer agrees to pay all additional charges for maintenance provided hereunder 10 days from the date of invoice for such charges. A late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is less, shall be charged on all overdue amounts from the date of invoice until paid. The Customer understands that alterations, attachments or specification changes may require an increase in maintenance charges and agrees to pay such charges promptly when due.
Section 7 - Defective Part Return Policy
In the event of a defective part, the customer will notify Impact Networking and receive instructions on the proper return of the defective item. Impact Networking will supply the prepaid means by which to return the item. It is the Customer’s responsibility to ensure the defective item is returned following the instructions and return label provided within 5 business days of receipt of the replacement supply. If the item is not returned within the stated time period, or at least shown as shipped via Tracking number, the customer will be charged full retail value of the provided replacement item.
Section 8 - Limited Warranties
Impact will provide the following limited warranty for Customer’s new multifunctional & single function product, and new accessories installed with the initial installation of the device, against any defects in material and workmanship for a period of 90 days, or 30,000 copies/prints from date of installation, whichever occurs first. This limited warranty does not cover print devices or accessories, which: (a) have become damaged due to operator negligence, misuse, accidents, improper storage or unusual physical or electrical stress, (b) have used parts or supplies which are not genuine Original Equipment Manufacturer (OEM) brand parts or supplies, (c) have been installed or serviced by a technician not employed by Impact Networking or an authorized Impact Networking partner or (d) have had the serial number modified, altered, or removed. IMPACT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IMPACT SHALL NOT BE LIABLE FOR DELAYS IN MAKING REPAIRS, OR FOR SPECIAL OR CONSEQUENTIAL DAMAGES CAUSED BY ANY REASON.
Section 9 - Liability Limitation
Impact’s total liability is limited to repair and maintenance under this Agreement. Impact will not be held liable to Customer or any other party for any personal injury or indirect, consequential damage, including, but not limited to, loss of use, data, revenue or profit. Impact will not be liable for any delay or failure to perform it’s obligations due to any cause beyond it’s reasonable control, including without limitation, performing services at a location deemed by Impact as hazardous to health and safety, Acts of God or government, labor difficulties or failure of improper transportation, telephone or power. In no event shall Impact be liable for loss of data resulting in delays in supplying service, repair of, or attempts to repair the Equipment by Customer or by agents, representatives, or employees of Impact.
Section 10 - Indemnity
With respect to, arising from, or in connection from this Agreement, or from manufacture, maintenance, repair or use of any Equipment, Customer agrees to indemnify and hold harmless Impact and its agents, representatives, and employees from and against any and all claims, liabilities, damages, demands, cost and expenses of every kind and nature (including reasonable attorney’s fees) arising from any injury or damage to any person, property, or business, including but not limited to failing to ensure that the location and environment is safe for Impact and its employees to perform it services excluding, however, any of the foregoing resulting solely from the gross negligence or misconduct of Impact or its agents, representatives or employees.
Section 11 - Default
Customer shall be in default under this Agreement if Customer: (i) fails to make any payment to Impact or its agent within ten (10) days of when due or (ii) breaches any other term or condition included in this Agreement and Customer fails to cure any such breach within ten (10) days. In the event of a default, Impact may, in addition to other remedies, (i) refuse to service the Equipment until payment in full, including any late payment fees, are made; (ii) declare any and all sums (including penalties) which are due under the terms of this Agreement to be immediately due, (iii) furnish service on a C.O.D. “per call” basis at published rates; (iv) terminate this Agreement without advance notice; and/or (v) exercise any and all other remedies to which it may be entitled. The Customer agrees to pay Impact for all costs and expenses, including reasonable attorney’s fees, incurred by Impact in establishing or enforcing its right hereunder.
Section 12 - Taxes
Customer shall be responsible for all sales tax, use tax or other taxes (including without limitations personal property taxes accessible on the Equipment) and fees charged relative to this Agreement. Customer agrees to reimburse Impact for all amounts paid or payable by Impact in discharge of the foregoing taxes. Customer shall not be responsible for taxes based on Impact’s gross or net income.
Section 13 - Notices
Notices required under this Agreement shall be written and sent to Impact at 13875 West Boulton Boulevard, Lake Forest, IL 60045 and to the Customer at the “bill to address” identified on the front side of this Agreement. All notice will be effective upon date of postmark.
Section 14 - Jurisdiction
This Agreement shall be interpreted, enforced, governed and construed exclusively according to the laws of the State of Illinois.
Section 15 - Forum and Venue
The Parties agree that any dispute arising from or in connection with this Agreement or related to any matter which is the subject of this Agreement shall be subject to the exclusive jurisdiction of the State and/or Federal Courts of Illinois. In the event of any claim regarding a dispute arising from or in connection with this Agreement or related to any matter which is the subject of this Agreement that is brought in State Court, the Circuit Court of Cook County, Illinois shall have exclusive jurisdiction over such dispute. In the event of any claim regarding a dispute arising from or in connection with this Agreement or related to any matter which is the subject of this Agreement that is brought in Federal Court, the United States District Court for the Northern District of Illinois shall have exclusive jurisdiction over such dispute.
Section 16 - Attorneys fees and Litigation costs
In the event of a claim or litigation arising from or relating to the subject matter of this Agreement, and if Impact Networking prevails in such claim or litigation, the Customer/buyer/lessee shall reimburse Impact for all attorney’s fees and costs resulting therefrom.
Section 17 - Assignment
This contract is for the sole benefit of the Customer who executes this Agreement and cannot be assigned by the Customer to any further owners of the covered Equipment.
Section 18 - Confidentiality Clause
Impact recognizes that it must conduct its activities in a manner designed to protect any information concerning Customer, its affiliates or clients (such information hereinafter referred to collectively as “Customer Information”) from improper use or disclosure. Impact agrees to use its best efforts to treat Customer Information on a confidential basis. Impact agrees not to disclose any Customer Information to any person, firm or corporation except to Impact employees or holder of Owner’s interest who have a need to know such Customer Information to perform the services contemplated hereunder without Customer’s prior written consent or unless subject to court order or subpoena.
Section 19 - Severability
If any provision, clause or section of this Agreement is adjudicated by a court of competent jurisdiction to be illegal, void, invalid or unenforceable, provided that the fundamental terms and conditions of this Agreement remain legal and enforceable, all remaining provisions, clauses and sections shall remain in full force and effect.
Section 20 - Entire Agreement
This document constitutes the entire Agreement between the Parties and supersedes all prior agreements, proposals and communications, whether written or oral, concerning the subject matter of this Agreement. Impact shall not be bound by any modification or waiver of the Agreement unless agreed to in writing. Any such writing must be approved and executed by the President of Impact.