Ricoh Standard Terms of Trade
Date Published: 13/10/20
1. Effective Date
These Standard Terms shall apply to the supply of goods and/or the provision of services from the Commencement Date.
In these Standard Terms the following capitalised terms shall have the meanings specified as follows:
- 2.1 @Remote means software and/or hardware, which may be incorporated as an integral part of any Supply, which permits automatic monitoring of your use of Goods and/or Services.
- 2.2 @Remote Services means the use of @Remote to enable Ricoh to undertake remote meter reading, automated Consumable supply, malfunction reporting, machine adjustments and to provide firmware updates.
- 2.3 Accessories means any specified accessories and peripherals supplied by Ricoh in relation to Equipment.
- 2.4 Additional Charge means a charge in accordance with Ricoh’s standard rates in effect from time to time.
- 2.5 Business Day means any day other than a Saturday, Sunday or a local or public holiday in New Zealand.
- 2.6 Business Hours means 8.30 a.m. to 5 p.m. on a Business Day.
- 2.7 Digital Transformation Agreement means any agreement between you and Ricoh for the provision of Digital Transformation Services which specifies the Digital Transformation Services Terms.
- 2.8 Digital Transformation Services means Professional services provided to effect a solution definition and implementation. This may include software installation, configuration, customisation, testing, training, deployment and ongoing support. It may also include consulting services to define business processes associated with a software solution.
- 2.9 Digital Transformation Services Terms means any Digital Transformation Services terms agreed between you and Ricoh including the terms specified in clauses 74 to 79, unless otherwise agreed, and the terms of any applicable Statement of Work.
- 2.10 CGA means the Consumer Guarantees Act 1993.
- 2.11 Charge(s) mean the charges payable by you to Ricoh as specified in a Contract.
- 2.12 Commencement Date means the date on which Ricoh has agreed to provide good and/or services to you as specified in a Contract.
- 2.13 Consumables means toner, staples, magnetic media (including CDs and DVDs), cleaning products, print heads, ribbons, and batteries.
- 2.14 Contract means any combination of a Sale and MeterPlan Agreement signed by you or on your behalf and by Ricoh, these Standard Terms, PASS Terms, Managed IT Services Terms, Digital Transformation Services Terms and any payment terms specified in a Finance Plan, together with any particular written agreement signed by Ricoh and you with regard to the provision of Supplies and/or Managed IT Services and/or Digital Transformation including accepted proposals or Quotations and any terms specified on Ricoh’s website which are incorporated by reference in any such documents.
- 2.15 Copy Plan means a copy plan contract signed by you relating to the supply of Equipment, Accessories, Software and/or Services.
- 2.16 Customer means the Customer specified in writing as such in any Contract.
- 2.17 Default Interest Rate means interest at 2% above the base lending rate from time to time charged to Ricoh by its principal banker, calculated on a monthly basis.
- 2.18 Disengagement Plan means a disengagement plan agreed between you and Ricoh in respect of the provision of Managed IT Services and/or Digital Transformation Services.
- 2.19 Disengagement Period means the period commencing on the expiry or termination of a Contract for the provision of Digital Transformation Services or Managed IT Services and ending on the date specified in or determined in accordance with a Disengagement Plan
- 2.20 Disputes Procedure has the meaning given in clause 31.
- 2.21 Equipment means any equipment specified in a Contract.
- 2.22 Equipment Schedule means the section of a Contract which specifies equipment to be supplied.
- 2.23 Equipment Services means any services to be supplied by Ricoh to you in relation to Equipment as specified in a Contract.
- 2.24 Equipment Service Terms means the provisions of clauses 45 to 61.
- 2.25 Excluded Services means the services, tasks and charges specified in a services schedule of a Contract as excluded from the scope of the Contract.
- 2.26 Expenses means any GST and other taxes and duties on the supply of Goods or Services to you and any other expenses resulting from exchange rate fluctuations, customs charges, shortages or such other costs or expenses imposed on Ricoh and which are beyond its control for the supply of Goods and Services.
- 2.27 Finance Plan means a Copy Plan, Lease Plan, Print Plan, or other finance plan or Contract.
- 2.28 Force Majeure means a circumstance beyond the reasonable control of a party, which results in that party being unable to observe or perform on time an obligation under a Contract including, without limitation, strikes or other industrial action, acts of war, terrorism, riots, civil commotion, malicious damage, sabotage, revolution, acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster.
- 2.29 FTA means the Fair Trading Act 1986.
- 2.30 Goods means Equipment, Accessories, Consumables, Software and other goods to be supplied by Ricoh to you pursuant to a Contract.
- 2.31 GST means goods and services tax as imposed pursuant to the Goods and Services Tax Act 1985.
- 2.32 Installation Address means the installation address specified in a Contract.
- 2.33 Intellectual Property Rights includes copyright, patents, designs, trademarks, trade names, goodwill rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property including any such rights in respect of Software.
- 2.34 Lease Plan means a lease plan contract signed by you relating to the supply of Equipment, Accessories, Software and/or Services.
- 2.35 Managed IT Services means IT consulting services, traditional dispatch services and procurement services specified in any Managed IT Services Terms or in any PASS Terms, Quotation or proposal accepted by you.
- 2.36 Managed IT Services Terms means any IT services agreement terms agreed between you and Ricoh including the terms specified in clauses 62 to 73.
- 2.37 Overdue Amounts means any unpaid moneys owing by you to Ricoh (or any service provider) under any Contract from time to time.
- 2.38 PA means the Privacy Act 1993.
- 2.39 PASS Terms means the terms of any Ricoh Product and Services Summary accepted by you, which includes the Charges for Services.
- 2.40 Payments Schedule means the section of a Contract, which specifies the payments to be made for services to be supplied.
- 2.41 PPSA means the Personal Property Securities Act 1999.
- 2.42 Price means any applicable price for the supply of Goods and/or Services charged by Ricoh to you pursuant to any Contract.
- 2.43 Print Plan means a print plan contract signed by you relating to the supply of Equipment, Accessories, Software and/or Services.
- 2.44 Quotation means a quotation for the supply or Goods and/or Services.
- 2.45 Restraint Period means six months after termination of Contract for the provision of Managed IT Services and two years after termination of the provision of Business Solution Services.
- 2.46 Revisions mean modifications to Software in the nature of improvements made to correct program faults or other defects or to effect enhancements to the functionality of the Software.
- 2.47 Ricoh means Ricoh New Zealand Limited (Company No. 99176; NZBN 9429040449395) or any operating division or related company of Ricoh New Zealand Limited, including the operating divisions, Ricoh Finance, Ricoh Digital Transformation and Ricoh IT Services.
- 2.48 Sale and MeterPlan Agreement means an agreement which specifies details of a Customer, the Supplies, cash payment terms or finance payment terms specified in a separate Finance plan.
- 2.49 Security Interest has the meaning ascribed to that term in the PPSA.
- 2.50 Services mean the services to be provided by Ricoh as specified in a Contract, other than the Excluded Services.
- 2.51 Service Level Schedule means any applicable portion of or schedule to a Contract, which specifies agreed terms defining the minimum agreed levels for the provision of the Services.
- 2.52 Services Schedule means the section of a Contract, which specifies the Services to be provided and any Excluded Services, (if applicable).
- 2.53 Software means machine readable instructions and data, licensed materials, user documentation, user manuals and operating instructions and in particular the specific software described in a Contract and includes any Revisions to be supplied by Ricoh and any related documentation.
- 2.54 Software Maintenance means the services specified in a Software Maintenance Schedule.
- 2.55 Software Maintenance Schedule means the section of a Contract, which specifies Software Maintenance to be supplied by Ricoh and/or a Software licensor.
- 2.56 Software Maintenance Terms means the provisions of clauses 88 to 92.
- 2.57 Software Licence means any licence or sublicence granted by Ricoh to you in respect of the use of Software.
- 2.58 Software Supply & Licences Schedule means the section of a Contract, which specifies Software and Software Licences to be supplied by Ricoh.
- 2.59 Software Supply Terms means the provisions of clauses 80 to 87.
- 2.60 SOGA means the Sale of Goods Act 1908.
- 2.61 Standard Terms means the terms specified in this document.
- 2.62 Statement of Work means a written purchase order issued and signed by you and countersigned by Ricoh in respect of the provision of Supplies pursuant to a Contract, such order to be appended to and form part of the Contract.
- 2.63 Supplies mean any Goods, Services, Software, Software Licences or Software Maintenance to be supplied by Ricoh to you pursuant to a Contract.
- 2.64 Supply Terms means the provisions of clauses 6 to 44.
- 2.65 Term means the term specified for a Contract including any run on period for the supply of Managed IT Services under clause 63.
- 2.66 Time and Materials Charges means Charges for labour, at specified hourly rates, and Charges for materials as specified in a Contract.
- 2.67 you means the Customer.
3. Electronic Forms
The terms of any Contract including those incorporated by reference will create fully enforceable obligations between you and Ricoh and such terms shall be deemed for all purposes to be in writing, signed and original when printed from electronic files or records established and maintained by Ricoh in the normal course of its business. Such terms will be admissible if produced as evidence on paper in any judicial, arbitration or administrative proceeding to the same extent as if they were hard copy signed documents.
4. Precedence of Terms
If there is any conflict between a Sale and MeterPlan Agreement and these Standard Terms, these Standard Terms shall prevail. If there is a conflict between a schedule to a Contract and the general terms of the Contract, the terms of the schedule shall prevail. If there is any other conflict between the terms of any agreement between Ricoh and you then the following order of precedence of terms shall be applicable:
- 4.1 Finance Plan terms;
- 4.2 The terms of any separate written agreement, proposal or Quotation signed by Ricoh and accepted by you including the terms of any PASS Terms, Statement of Work or Digital Transformation Support Agreement for a Digital Transformation Agreement
- 4.3 Equipment Service Terms in respect of the supply of Equipment Services;
- 4.4 Software Supply Terms in respect of the supply of Software;
- 4.5 Software Maintenance Terms in respect of the supply of Software Maintenance;
- 4.6Digital Transformation Services Terms in respect of the supply of Digital Transformation Services;
- 4.7 Managed IT Service Terms in respect of the supply of Managed IT Services;
- 4.8 The Supply Terms.
A Contract may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
General Supply Terms for Goods and Services
The Supply Terms apply in relation to any sale or lease of Goods or Services by Ricoh to you pursuant to a Contract. The Supply Terms take effect when any Contract is signed by you or on your behalf and by a person authorised by Ricoh.
The Price (and any applicable discounts) contained in any Contract, is that applicable at the date of delivery of the Supplies. Ricoh reserves the right to vary the Price from time to time at its discretion and without notice. All Prices, unless otherwise specified are exclusive of GST and Ricoh shall charge GST at the applicable rate.
8. Taxes and Expenses
Expenses are not included in the Price and shall be your responsibility or, where the payment of Expenses is the legal responsibility of Ricoh, the Price shall be increased by the amount of such Expenses. Any increase in the amount of Expenses between the date of any Quotation and/or the date of any Contract and the date of delivery of the Supplies, shall be your responsibility and the Price shall be increased accordingly and debited to your account.
Subject to the payment terms of any Finance Plan or other written agreement or Contract, you shall pay for Equipment, Accessories and/or Software within 10 Business Days of being invoiced and you shall pay for Consumables and Services on or before the 20th of the month following the date of delivery. Payment shall be made by way of direct bank debit or such other method as is agreed by Ricoh. Any Goods to be returned for credit must be returned within 10 Business Days of the date of delivery and such credit claims must quote the relevant sales invoice number for those Goods. No failure by Ricoh to insist on payment in strict accordance with any written payment terms or the payment terms of any Contract shall operate as a waiver of its rights in relation to your obligation to pay under any such payment terms and any such failure shall not constitute a deferral of a payment obligation for the purposes of section 6 of the Credit Contracts and Consumer Finance Act 2003.
10. Payment Disputes
If you dispute the whole or any portion of the amount claimed in an invoice submitted by Ricoh, you shall pay the portion which is not in dispute and notify Ricoh in writing (within 5 Business Days of receipt of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then you shall pay the amount finally resolved together with interest on that amount at the Default Interest Rate.
11. Clear Funds
Payment of the Price by you through any form of payment other than cash, will not be deemed to be complete, until that form of payment has been honoured.
12. Default Interest
You shall pay Default interest at the Default Interest Rate on any Overdue Amounts from the date payment was due in accordance with clause 9, until the date payment is received by Ricoh in clear funds, but this is without prejudice to any other rights available to Ricoh and in particular, you shall be liable for any legal or other collection costs on Overdue Amounts.
Delivery of any Goods shall be deemed to be complete from the time of delivery to your premises.
Where any Contract provides for installation of the Equipment or Software to be carried out by Ricoh, you shall be responsible to:
- 14.1 provide suitable access to your premises at the Installation Address in all weather conditions for the vehicles and equipment that Ricoh will need to use in carrying out such installation;
- 14.2 provide all necessary services and amenities to enable Ricoh to carry out such installation;
- 14.3 ensure that such premises and foundations are structurally sound, safe (in accordance with all applicable health and safety legislation) and in a proper condition for the installation to proceed;
- 14.4 provide all plant, materials and services required, including any electrical connections, cabling and other requirements to accommodate the Equipment, at such times and in such manner, as to cause Ricoh no delay in carrying out such installation;
- 14.5 provide safe and secure on-site storage for materials and accessories supplied and used by Ricoh, its employees and contractors; and
- 14.6 promptly advise Ricoh of any decision or instruction which affects such installation of any Equipment in accordance with this clause 14.
15. Health and Safety.
You shall adopt and comply with all health and safety legislation and applicable codes of practice in respect of any premises which Ricoh employees or contractors are required to access for purposes of supply of goods and services to ensure the safety, security and protection of such employees and contractors. You shall draw to the attention of Ricoh and its employees and contractors your own health and safety policies if relevant to their access to and undertaking work on your premises. Ricoh will ensure that its employees and contractors comply with your reasonable health, safety and security requirements.
Subject to the specific terms of any Service Level Schedule, Ricoh shall not be responsible for delay or default in delivery of Goods or Services or any part of them, nor for any resulting direct or consequential loss or damage, where this arises for reasons beyond Ricoh’s control. Your payment obligations shall not be affected by any such delay or default.
You shall bear the risk of any loss, damage or deterioration of Goods once delivery of the Goods has occurred.
For such time as Ricoh has a Security Interest in the Goods:
- 18.1 You shall keep such Goods fully insured with an insurer acceptable to Ricoh for market value against loss or damage by fire, theft or other accident and you will not do anything to prejudice such insurance.
- 18.2 If required by Ricoh, you will provide evidence of insurance to Ricoh showing Ricoh as the holder of a Security Interest in the Equipment and first beneficiary under the insurance policy.
- 18.3 You shall promptly notify Ricoh of any event, which may lead to a claim under any insurances and comply with any instructions from Ricoh in respect of such claim.
- 18.4 If you default in the performance of your obligations under this clause 18, Ricoh shall be entitled to insure such Goods and you shall pay the costs to Ricoh upon demand.
If Ricoh considers, at any time, that your credit is unsatisfactory, then it may require you to provide security for payment of the Price and it may suspend performance of its obligations under any Contract, until Ricoh deems that sufficient security has been provided. You shall pay upon demand, all costs and expenses of Ricoh as a result of such suspension and any recommencement.
20. Security Interest.
Pending payment in full, you:
- 20.1 Grant to Ricoh a continuing Security Interest in the Goods (including proceeds of the Goods), and all of your present and future rights in relation to the Goods supplied by Ricoh, securing payment of the Price and the performance of all your obligations, under any Contract.
- 20.2 Acknowledge that Ricoh may, at your cost, register Ricoh’s Security Interest on the Personal Property Securities Register.
- 20.3 Shall do all things and provide all information as Ricoh may require to ensure that Ricoh has a perfected first ranking Security Interest in the Goods and any proceeds to secure payment of the Price and performance of your obligations under any Contract.
- 20.4 Shall not change your name without first notifying Ricoh at least 5 Business Days before such change takes effect and you shall notify Ricoh of any changes in or to any of its other details, prior to such changes taking effect.
- 20.5 Warrant that all information provided by you or on your behalf is true and accurate as at the date of any Contract and there are no facts or circumstances, which have not been disclosed to Ricoh, which would make that information untrue, inaccurate or misleading.
- 20.6 Shall ensure that the Goods are kept separate and identifiable at all times and shall exercise all reasonable care in the storage and handling of the Goods.
- 20.7 Shall not permit;
- (a) the Goods supplied under any Contract to become an accession to any property or to be affixed to any land or premises;
- (b) any lien to be created on the Goods or any part of them;
- (c) any charge, assignment, mortgage, encumbrance or Security Interest to attach to any Contract;
- (d) any charge, assignment, mortgage, encumbrance or Security Interest (other than Ricoh’s Security Interest) to attach to, nor shall you sell, offer for sale, pledge, lend or otherwise deal with or part with possession or control of, the Goods or any part of them.
21. PPSA. You:
- 21.1 agree that nothing in sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 133 and 134 of the PPSA will apply to any Contract or the security under any Contract;
- 21.2 waive all your rights under sections 121, 125, 129, 131, 132 and 148 of the PPSA; and
- 21.3 waive your right to receive a copy of the verification statement, confirming registration of a financing statement or financing change statement, relating to the Security Interest under any Contract.
- For the purposes of clauses 20 and 21 of these Standard Terms, “accession”, “attach”, “financing statement” and “verification statement” have the meanings given to them under the PPSA.
22. Statutory Guarantees.
Any manufacturers’ or other written guarantees provided to you in relation to Goods, are in addition to any statutory rights you may have.
You will immediately upon delivery or installation (as appropriate), examine the Goods and you shall be deemed to warrant that you are satisfied that the Goods are in good working order and condition and are suitable for your purposes, except for any defects which are specified by you in a written notice delivered to Ricoh at the time of inspection. No warranty, condition, description or representation on the part of Ricoh, whether express or implied, is given in respect of the Supplies and to the maximum extent permitted by law, all warranties, whether express or implied by statute, common law or otherwise, are excluded. Where you are using the Supplies in your business or for resupply in trade, or where you are not a consumer within the meaning of the CGA, then the CGA does not apply to a Contract relating to those Supplies.
24. Implied Terms.
Where legislation implies into a contract any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in these Standard Terms. However, the liability of Ricoh for any breach of such condition or warranty shall be limited, at the option of Ricoh, to one or more of the following:
- 24.1 if the breach relates to Goods:
- (a) the replacement of the Goods or the supply of equivalent goods;
- (b) the repair of the Goods;
- (c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
- (d) the payment of the cost of having the Goods repaired; and
- 24.2 if the breach relates to Services:
- (a) the supply of the Services again; or
- (b) payment of the cost of having the Services supplied again.
Notwithstanding clauses 23 and 24, if Ricoh does have any liability to you, whether in contract or in tort or otherwise, in respect of all claims for loss, damage or injury arising from breach of any of Ricoh’s obligations arising under or in connection with any Contract, from any cancellation of any Contract, or from any negligence on the part of Ricoh or its officers, employees, agents or contractors, such liability shall not in aggregate exceed the price of the Supplies in respect of which the liability is claimed.
You shall indemnify Ricoh and its officers, employees, agents and contractors from and against any loss, claims, costs, damages, expenses (including any legal costs and expenses on a solicitor/own client basis), liabilities, proceedings or demands, whether direct or indirect, incurred or suffered by any of them, which were caused as a result of any breach of a Contract by you or by any person for whom you are responsible, or for any wilful, negligent or unlawful act or omission of you or such person.
27. Force Majeure
You and Ricoh shall not be liable for failure or delay to perform any obligation in whole or in part under any Contract or for any loss or damage (including indirect or consequential loss or damage) if such delay is due to Force Majeure, provided that nothing in this clause 27 shall excuse payment of any amount owing as it becomes due under any Contract. If a Force Majeure event occurs:
- 27.1 The party claiming the benefit of Force Majeure must promptly give written notice to the other party specifying the cause and its reasonable views as to its inability to perform any of its obligations under a Contract and the likely duration of such non-performance.
- 27.2 Each party must take all reasonable steps to remedy or abate the effects of the Force Majeure event.
- 27.3 Performance of any obligation previously affected by Force Majeure must be resumed as soon as is reasonably possible after the effect of the Force Majeure is removed or abated.
- 27.4 If by reason of Force Majeure a party is unable to perform any obligation under a Contract for a consecutive period of 40 Business Days or such other period as the parties may agree in writing, the other party may on expiry of that period give written notice terminating the Contract with immediate effect.
- 27.5 Termination of this Agreement under clause 27.4 is without prejudice to the rights of either party against the other in respect of any matter or thing occurring under the Contract before termination.
28. Unauthorised Use, Installation or Repair
Ricoh shall not be liable for any damage caused by malfunction of the Goods or their incompatibility with your systems, where this is a result of:
- 28.1 installation by unqualified trades persons or substandard installation; or
- 28.2 any addition to, modification of, or change in location of the Goods or their being serviced by non Ricoh personnel, other than as authorised by Ricoh; or
- 28.3 the use of the Goods otherwise than in accordance with manufacturers’ or suppliers’ instructions; or
- 28.4 the specific operating environment in which the Goods are installed, which has a material adverse impact upon the functioning of the Goods.
You shall not do any act or make any omission, which gives rise or might give rise to any liability for you or Ricoh under the CGA or the FTA.
- 30.1 During the Restraint Period, neither you nor Ricoh, shall solicit for employment, either directly or indirectly, any person who is or has, within the immediately preceding 6 months, been employed or contracted by the other party and who has been directly involved in the provision or receipt of Supplies under a Contract.
- 30.2 A party shall promptly advise the other party if a person, who is employed or contracted as specified in clause 30.1, seeks to be employed or contracted by the first mentioned party prior to the expiration of the Restraint Period.
- 31.1 Any dispute or difference between you and Ricoh which may arise concerning any matter arising out of any Contract (except a dispute or difference as to whether a material breach of the Disputes Procedure has occurred) shall be determined under the Disputes Procedures specified in clauses 31.2 to 31.4.
- 31.2 Should any dispute specified in clause 31.1 arise then, before commencing any legal or compulsory proceedings in respect of the dispute:
- (a) Either you or Ricoh must give notice to the other that a dispute exists and state the outcome that is sought;
- (b) The dispute shall initially be referred to a senior manager of Ricoh and a senior management representative nominated by you to explore whether the dispute can be resolved by agreement;
- (c) If any dispute referred pursuant to clause 31.2(b) is not resolved within 10 Business Days or such longer period as agreed by the respective management representatives, it shall be immediately referred for mediation with the assistance of a suitably qualified mediator appointed jointly by you and Ricoh or, if no agreement can be reached on such appointment, by a person appointed by the Chairperson for the time being of the Auckland office of Chartered Accountants of Australia and New Zealand or any replacement Australasian institute (Mediator), on application by you or by Ricoh. The costs of the Mediator will be borne equally by you and Ricoh.
- 31.3 If any dispute referred to in clause 31.2(c) is not resolved within 20 Business Days of the date upon which it is required to be referred for mediation, either you or Ricoh may take such legal action, including the commencement of legal proceedings, as is deemed appropriate or necessary, to resolve or determine the dispute in accordance with these Standard Terms or at law.
- 31.4 Nothing in this clause 31 limits the rights of either you or Ricoh to seek interlocutory relief in respect of any matter arising out of any Contract.
32. Default. If you:
- 32.1 default in the due payment of any moneys payable to Ricoh, whether under any Contract or otherwise, or if you are in default in the performance of your obligations under any Contract or any other arrangement between you and Ricoh; or
- 32.2 are unable to pay your debts as they fall due or you cease or threaten to cease conducting your business in the normal manner; or
- 32.3 enter into, or attempt to enter into any composition, assignment or other arrangement with, or for the benefit of your creditors; or
- 32.4 become insolvent or you are in jeopardy of becoming insolvent; or
- 32.5 have a receiver or receiver and manager appointed in respect of any of your property; or
- 32.6 have a liquidator appointed; or
- 32.7 being a partnership, dissolve, threaten to dissolve or you are in jeopardy of dissolving; or
- 32.8 default in any other respect or permit to exist any circumstances which in any case have a similar effect to the matters listed in clauses 32.1 to 32.7; or
- 32.9 being a natural person, die,
then Ricoh, without prejudice to any other rights it has, may suspend or terminate any Contract, repossess any Goods, retain any moneys paid by you, charge a reasonable sum for work performed for which a Charge has not been levied and Ricoh shall be relieved of any further obligation to supply Goods and/or Services under the Contract. In such circumstances, payment for any Goods delivered to you by Ricoh and for Services performed up to the date of such suspension or termination and any other moneys payable, shall immediately become due and payable by you to Ricoh. In repossessing any Goods, Ricoh’s employees, contractors or agents may enter your premises and you shall indemnify Ricoh for any liability in respect of damage caused in doing so.
Dimensions, specifications and descriptions contained or referred to in any Contract or in any catalogues or other publications maintained or issued by Ricoh are estimates only. Unless otherwise expressly agreed in writing by Ricoh, it is not a condition of any Contract that Goods or Services will correspond precisely with such dimensions and specifications, and customary tolerances, or in the absence of customary tolerances, reasonable tolerances, shall be allowed.
34. Standard Supply
Unless otherwise specified in any Contract, all Supplies are supplied as standard and have not been modified to meet your individual requirements. Ricoh makes no warranty as to the compatibility of Supplies with any of your products, systems or procedures, other than as specified in any Contract.
35. No Assignment
You may not assign all or any of your rights or obligations under any Contract, without the prior written consent of Ricoh. A change in your ownership or control, whether direct or indirect is an assignment for the purposes of this clause 35.
You acknowledge that any representations made by you, or any information you have supplied to Ricoh, have been given to Ricoh to enable it to determine whether or not to supply any Goods and Services to you and you confirm that those representations and information are true and complete, and you will notify Ricoh, if you have a change in circumstance, which may affect your prior representations and information you have supplied. You warrant that you have not relied on any representation made by Ricoh, which has not been stated expressly in a Contract, or upon any descriptions, illustrations or specifications contained in any document, including catalogues or publicity material produced by Ricoh.
37. Enquiries and Disclosure
You irrevocably authorise Ricoh to make any enquiries relative to your credit or trading history, or that of your officers, shareholders or principals, which Ricoh considers necessary, and for that purpose to disclose and seek from any bank, financial institution, lender, accountant, solicitor, advisor, credit reference agency or any other person, any information including the details of your accounts or financial affairs and/or those of such officers, shareholders or principals.
38. Authorisation to Third Parties
You request and authorise the parties referred to in clause 37, to supply such information to Ricoh.
39. PA Information
You acknowledge that all information provided by you or obtained by Ricoh will be held by Ricoh for use in the course of its business, including direct marketing activities, subject to your right (if you are an individual) of access to, and correction of, such information as provided for by the PA.
Subject to clauses 37 and 39, if you or Ricoh disclose to the other confidential information, the receiving party shall not, without the prior written approval of the other, disclose or use such confidential information. The receiving party shall take all reasonable steps to ensure its employees, contractors and agents do not disclose or use such confidential information. To be treated as confidential information, prior to disclosure the disclosing party must mark such information as “confidential” or if such information is disclosed orally, notify the receiving party that the information is confidential within 30 days of its communication. Information will not be classified as confidential if it is:
- 40.1 a matter of public knowledge at the time of disclosure or becomes so, through no fault of the recipient;
- 40.2 received in good faith by the recipient from a third party without a duty of confidentiality;
- 40.3 independently developed or learned by the recipient;
- 40.4 disclosed under a valid legal obligation;
- 40.5 agreed by both parties in writing to be information that may be disclosed or used, but subject to the terms of such agreement.
41. Invalid Provision
If any of these Standard Terms is declared or adjudged to be invalid, void or unenforceable, such provision shall be severable and shall not affect the validity, existence and/or legality of the balance of these Standard Terms.
Any notice required by a Contract to be served by any party shall be deemed to have been properly served if:
- 42.1 delivered or posted by prepaid letter addressed to the party, at the address specified in the Contract (or such other address as may be advised in writing), and any such service by post shall be deemed effected on the second day after the day on which the notice was posted; or
- 42.2 delivered by email addressed to the party, at the email address specified in the Contract or at an email address otherwise provided for the service of notices and any such service shall be deemed to be effected at the time of receipt by the sender of confirmation of receipt of the email by the recipient.
43. Entire Agreement
The provisions of a Contract shall form the entire agreement between the parties with respect to its subject matter and supersede all previous understandings, agreements and communications between the parties. Any variation to any Contract will only be binding on Ricoh if it confirms so in writing.
44. Applicable Law
All Contracts are subject to the jurisdiction of the laws of New Zealand.
Equipment Service Terms
The Equipment Service Terms apply where a Contract specifies the provision of Equipment Services by Ricoh to you, or where you have any Equipment serviced by Ricoh. Subject to clause 49, the Equipment Service Terms become effective when a Contract is signed by you or on your behalf and by a person authorised by Ricoh.
For the purposes of the Equipment Service Terms, the following terms shall have the meanings specified (in addition to the applicable terms in clause 2):
- 46.1 Agreed Volume per Annum means the agreed volume per annum specified for Black Copies, Colour Copies, Scans or any combination thereof applicable from the Installation Date provided for in a Services Schedule or a Payments Schedule.
- 46.2 Agreed Volume per Month means the agreed volume per month specified for Black Copies, Colour Copies, Scans or any combination thereof from the Installation Date as provided for in a Services Schedule or a Payments Schedule.
- 46.3 Black Copies means the black Copies specified in a Services Schedule or a Payments Schedule.
- 46.4 Colour Copies means the single, dual and full colour Copies specified in a Services Schedule or a Payments Schedule.
- 46.5 Copy means 1 A4 size Impression.
- 46.6 Cost Per Copy means:
- (a) for Black Copies, the cost per Black Copy charged at the rate quoted for Black Copies under the Cost per Copy section of a Services Schedule or a Payments Schedule,
- (b) for Colour Copies, the cost per Colour Copy charged at the rate quoted for Colour Copies under the Cost per Copy section of a Services Schedule or a Payments Schedule,
- (c) for wide format copies, the cost per linear metre; and
- (d) for Scans means the Cost per Scan.
- 46.7 Cost Per Scan means the cost per A4 Scan charged at the rate quoted for Scans under the Cost per Scan section of a Services Schedule or a Payments Schedule.
- 46.8 Impression means a single meeting of a printing surface with printable substrate to produce a print, copy or facsimile (as applicable).
- 46.9 Installation Date means the date specified as the Installation Date in an Equipment Schedule.
- 46.10 Maintenance Service Rates means the rates then currently charged by Ricoh for all parts, labour, travel costs and otherwise in accordance with clauses 53 to 56.
- 46.11 Maintenance Services means the replacement of parts necessary for the efficient working of the Equipment, servicing the Equipment and providing Consumables (other than staples and output material).
- 46.12 Meter means:
- (a) for a black machine, one black meter, (which counts Black Copies) and for a colour machine, one black meter and one colour meter, (which counts Colour Copies) and for both black meters and colour meters, one Copy is one count; and/or
- (b) if appropriate, a Scan meter.
- 46.13 Scan means 1 electronic image of a hardcopy printed substrate.
- 46.14 Service Period means, subject to the provisions of the Supply Terms as to termination and clauses 49 and 50, an initial period of 3 years commencing on the Installation Date and continuing for a period of 2 years after such initial period, or until terminated under the Equipment Service Terms or any other provision of the Contract.
47. @Remote Services
Ricoh shall have the right, at its option, to supply @Remote and @Remote Services in relation to any Contract, in which case the following terms will apply:
- 47.1 @Remote is the technology that Ricoh employs to manage Equipment installed at Customers’ premises. If you elect not to have @Remote installed or do not have the infrastructure required to enable @Remote to be installed, then Ricoh will charge a fee for each item of Equipment, for which the collection of meter readings and toner orders is required to be undertaken manually.
- 47.2 Ricoh retains all rights in any @Remote Software or hardware.
- 47.3 Ricoh shall have the right to gather data (Service Data) by @Remote through your computer network utilising HTTPS protocol.
- 47.4 Service Data shall not include your document content or user information and other than in relation to the limited data collected by @Remote and except as otherwise provided in this clause 47, you do not grant to Ricoh any rights to your documents or user information.
- 47.5 Service Data may be sent to Ricoh via the Internet and stored at a remote server (located within or outside of New Zealand) maintained by Ricoh and/or its service providers.
- 47.6 Ricoh may use Service Data:
- (a) for any purposes relevant to the satisfaction of its obligations under any Contract including the automatic dispatch of replacement toner, monitoring of meter readings, identification of faults and responding to faults;
- (b) for Ricoh’s own business purposes such as product development and research, provided that in such cases the information so used cannot be attributed to or identified with you.
- 47.7 Ricoh may provide Service Data to third parties who are authorised by Ricoh to provide services to you on behalf of Ricoh.
- 47.8 Ricoh will adopt appropriate technology and security procedures to provide commercially reasonable security for @Remote and the Service Data, but Ricoh does not guarantee the ongoing security of Service Data, from interception or unauthorised access or use.
- 47.9 @Remote technology shall remain confidential and proprietary information of Ricoh and/or its service providers or licensors, and shall not be disclosed or used by you.
- 47.10 All right title and interest in @Remote technology and related Intellectual Property Rights are reserved to Ricoh and/or its service providers or licensors, subject to existing statutory and common law protection including copyright.
- 47.11 Ricoh shall have the right to dispose of Service Data, without notice to you and without requiring your consent, when Ricoh determines that its retention is no longer required for the purposes specified in this clause 47.
The Equipment Service Terms shall be applicable for the Service Period, subject to clause 49.
49. Service Period for Finance Plan
Notwithstanding any other provision of the Standard Terms, where a Finance Plan, has been entered into by you, then the Equipment Service Terms shall have a commencement date and term that is specified in the applicable Finance Plan. If the Finance Plan is terminated for any reason, the Service Period shall immediately terminate without further notice.
Subject to clauses 48 and 49, after the expiry of 3 years from the Installation Date, either you or Ricoh may, by giving 30 days prior written notice to other, terminate the provision of the Services. Termination of the Services shall not affect any other of the Supply Terms, Software Supply Terms or Software Maintenance Terms or any other terms intended to survive termination of the Services.
If Equipment is to be connected to your computer network, you must arrange for such connection to be carried out by your IT engineer, provided that if you elect to allow Ricoh to arrange for such connection as part of its standard installation, under which up to a maximum of 2 hours of time input will be provided by a Ricoh engineer without charge, you agree that Ricoh has a full and unlimited waiver in respect of any claims, costs or expenses which may arise from the provision of such services by Ricoh’s engineer.
52. Maintenance Obligations
Ricoh will, during Business Hours on Business Days and within a reasonable time of request from you, provide the Maintenance Services, without further charge to you, other than for delivery of Consumables, provided that you have performed your obligations under the Contract and that you have:
- 52.1 reported the fault or malfunction promptly to Ricoh;
- 52.2 not made any modification or addition to the Equipment or changed the location of the Equipment or any Accessories attached to the Equipment, without Ricoh’s prior written consent;
- 52.3 not accidentally or wilfully damaged the Equipment;
- 52.4 operated the Equipment in accordance with the manufacturers’ instructions;
- 52.5 not operated the Equipment in a specific operating environment, which has had a material adverse impact upon the functioning of the Equipment; and
- 52.6 not had the Equipment serviced by a party other than Ricoh and/or by any other personnel, who in the opinion of Ricoh, are unauthorised to carry out such service.
53. Charges for Non-complying Service
In any of the circumstances set out in clauses 52.1 to 52.6, Ricoh may, at its discretion, offer a similar service to a Maintenance Service, on the condition that you pay the Maintenance Service Rates for those Maintenance Services.
54. After Hours Service
You will pay the Maintenance Service Rates for Maintenance Services outside normal Business Hours.
55. Charges Where Breach
Ricoh reserves the right to charge you the Maintenance Service Rates for any Maintenance Services that are required, because you have not observed any of the terms of a Contract.
56. Variation of Service Charges
Ricoh reserves the right to vary the Maintenance Service Rates payable under a Contract at any time, by giving you 30 day’s prior written notice.
57. Location of Equipment
You shall notify Ricoh in writing, prior to a change in the location of any of the Equipment. Ricoh reserves the right to terminate the provision of the Maintenance Services without notice, or to increase the Maintenance Service Rates, if additional costs are incurred as a result of you changing the location of any Equipment.
57 (b). Storage of Equipment
You may request, or it may become necessary, for Ricoh to store the contracted equipment on your behalf. Under such circumstances Ricoh may at its discretion charge you a storage fee of $75 plus GST per month for each item of equipment in storage for longer than one month. Ricoh will continue to charge the storage fee while the equipment remains under contract with you and in storage. You may request at any stage to have the equipment returned to you by contacting your Ricoh Account Manager in writing. Ricoh reserves the right to increase this fee as they see reasonable with one month written notice.
58. Size of Copy/Scan
You will pay for A4 or smaller sized Copies/Scans at the rate specified in a Services Schedule or a Payments Schedule. For Copies/Scans larger than A4 size, you will pay twice the rate specified in a Services Schedule or a Payments Schedule.
59. Scan Fee
If no Cost per Scan is specified in a Services Schedule or a Payments Schedule, Ricoh reserves the right to charge you a monthly charge for each item of Equipment which has a Scan function.
60. Agreed Volume
Where an Agreed Volume per Month or Agreed Volume per Annum is specified in a Services Schedule or a Payments Schedule, then you agree to purchase, irrespective of your actual Copy or Scan volume during any month or any year, the Agreed Volume per Month or the Agreed Volume per Annum (as the case may be) applicable for the Service Period, together with any Copies or Scans in excess of the Agreed Volume per Month or the Agreed Volume per Annum, (as the case may be). Ricoh may determine, in its sole discretion, to invoice you for the lesser of the Agreed Volume per Month or the Agreed Volume per Annum as applicable or the actual volume of Copies or Scans made by you during that month or year. No exercise of Ricoh’s discretion to invoice you at such lesser volume, shall affect your obligation to purchase the Agreed Volume per Month or the Agreed Volume per Annum (as applicable) in any subsequent period. You will provide Ricoh with accurate monthly Meter readings (Black, Colour and Scans, where applicable) for each item of Equipment. If you fail to do so, Ricoh may suspend or withdraw the provision of Services. Where possible Ricoh will provide automated assistance, such as by way of the use of @Remote, to facilitate the provision of such readings.
61. Early Termination of Agreed Volume Service Contract
Where you have specified an Agreed Volume per Month or Agreed Volume per Annum for Black Copies and/or Colour Copies and/or Scans and a Contract is terminated at any time during the Service Period, you shall immediately pay the following amounts:
- 61.1 all moneys due and owing up to the date of termination (including interest at the Default Interest Rate on any Overdue Amounts or, where a Finance Plan is applicable, the default interest rate as defined in the Finance Plan), payable by you to Ricoh in accordance with the Agreed Volume per Month or Agreed Volume per Annum (as the case may be) and for any Black Copies and/or Colour Copies and/or Scans made in excess of the Agreed Volume per Month or per Annum as applicable; plus
- 61.2 all future payments that would otherwise become due over the remainder of the Service Period, discounted for early payment by such amount (if any) as Ricoh in its sole discretion determines; plus
- 61.3 any and all costs and expenses that Ricoh notifies you that it has incurred in relation to early termination of the Contract, including debt recovery, repossession, storage, repairing, sales and legal costs; and
- 61.4 all GST or other taxes relating to the payments provided for in this clause 60.
Managed IT Services Terms
The Managed IT Services Terms apply where you and Ricoh have signed PASS Terms. The Managed IT Services Terms become effective when the PASS Terms are signed by you or on your behalf and by a person authorised by Ricoh.
Unless terminated earlier in accordance with a Contract the Managed IT Services Terms shall commence on the Commencement Date and shall continue for the Term. Thereafter, and subject to any contrary provision in a Contract, the Services will continue until either party provides the other with 20 Business Days prior written notice of termination.
Ricoh shall (subject to the other provisions of a Contract) perform the Services in accordance with;
- 64.1 the Service Level Schedule, where applicable and subject to clause 64;
- 64.2 any specifications set out in the PASS Terms;
- 64.3 any specifications set out in Contract schedules; and
- 64.4 all laws, regulations, rules and good industry practice applicable to the Services, i.e. to the same standard expected of a reasonable, diligent and efficient provider of services similar to the Services in New Zealand.
Ricoh shall employ its best endeavours to supply the Services within the timeframes specified in the Service Level Schedule. Ricoh does not warrant that it will be capable of attending your premises or of providing the Services at specific times requested by you during the Term, except to the extent prescribed in the Service Level Schedule or other Contract. Subject to compliance with security requirements and access restrictions imposed by you, Ricoh may provide the Services during such hours and on such days, as it considers necessary and appropriate to ensure compliance with its obligations under a Contract.
66. Manner of Service Delivery
Subject to clause 63.4 and to Ricoh otherwise complying with its obligations under a Contract, Ricoh shall exercise its independent discretion as to the most appropriate and effective manner of providing the Services and of satisfying your expectations of those Services. In the discharge of its obligations, Ricoh shall comply with all of your reasonable resolutions, regulations and directions given from time to time as to the nature and scope of the Services to be provided.
You shall, where required by Ricoh to provide the Services, ensure Ricoh has full and safe access to your premises and any necessary equipment, materials and information. You shall also ensure that Ricoh is provided with all facilities, services and accessories reasonably required to enable Ricoh to comply with its obligations under a Contract.
68. Service Exclusions
Ricoh shall not be required to provide the Services specified as Excluded Services. If Ricoh agrees, at your request, to provide such Services, Ricoh shall be entitled to make Additional Charges.
- 69.1 Unless specified otherwise in PASS Terms, Ricoh shall invoice you by way of a GST tax invoice for its monthly Charges in advance for any calendar month and for Time and Materials Charges on completed delivery.
- 69.2 The Charges for the Supplies are specified in the PASS Terms. If there is any increase in the costs to Ricoh of providing the Supplies, arising from increases in the price of any Goods, Services, Software or Software Licences sourced by Ricoh from third party suppliers, between the date of signing of the PASS Terms and the date of delivery to you, Ricoh has the right to increase the Charges to cover such increases. You shall pay the Charges in the manner specified in clause 9.
- 69.3 Expenses and costs specified as Excluded Services are not included in the Charges and shall be your responsibility. Ricoh may impose an Additional Charge equivalent to the amount of such Expenses and costs.
- 69.4 Ricoh will invoice you on or before the 10th Business Day of each month for the Charges for Services specified in the PASS Terms.
- 70.1 It is the intention of Ricoh that the range of Managed IT Services may change over the Term and that such changes will not require the replacement of the Contract. Ricoh shall have the right to amend the description of the Services and the Charges from time to time, provided that such changes are specified in written correspondence (including email) and are confirmed as accepted by you and Ricoh.
- 70.2 You may request an amendment to the PASS Terms to include a new Service or to alter an existing Service at any time by submitting a change request to Ricoh. That change request shall include:
- (a) a description of the proposed change;
- (b) the reason for the proposed change; and
- (c) a need-by date that is reasonable in all the circumstances.
- 70.3 As soon as practicable following that request, you and Ricoh shall consult in order to consider whether or not to proceed with the requested variation. You and Ricoh must act reasonably in such consultation. No variation requested by you will be binding unless agreed by Ricoh.
- 71.1 Ricoh may sub-contract for the performance of the Managed IT Services or any part of the Managed IT Services upon obtaining your prior consent. You shall not unreasonably withhold consent for the use of such a sub-contractor.
- 71.2 Ricoh may, without your consent, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of the Managed IT Services.
- 72.1 You may terminate the supply of Managed IT Services immediately by notice in writing to Ricoh if Ricoh:
- (a) commits a material breach of any of its material obligations under the Managed IT Services Terms, the breach is capable of being remedied, you have given Ricoh notice (no later than 30 Business Days after becoming aware of it) of the breach and that you regard that breach as material, and Ricoh has failed to remedy the breach, or failed to provide a plan to remedy the breach acceptable to you (acting reasonably), within a period of 10 Business Days of that termination notice, or such longer time as may be specified in that notice for remedying that breach; or
- (b) commits a material breach of any of its material obligations under the Managed IT Services Terms and that breach is incapable of being remedied, provided you give Ricoh such notice of termination no later than 30 Business Days after becoming aware of the breach; or
- (c) commits a series of related or similar breaches of any of its obligations in relation to the supply of Managed IT Services which, when considered collectively, amount to a material breach, provided:
- (i) you give Ricoh such notice of termination no later than 30 Business Days after becoming aware of the last of such breaches;
- (ii) no later than 30 Business Days after becoming aware of the second to last of such breaches, you gave notice to Ricoh that a further related or similar breach would result in you being entitled to terminate the supply of Managed IT Services under this clause 72.1(c); and
- (iii) Ricoh failed to remedy the breaches, or failed to provide a plan to remedy the breaches acceptable to you (acting reasonably), within a period of 10 Business Days of that termination notice, or such longer time as may be specified in that notice for remedying that breach.
- 72.2 Subject to clause 72.1 you shall be entitled to terminate the supply of Managed IT Services at any time during the Term on providing Ricoh with not less than 20 Business Days written notice. If the supply of Managed IT Services is terminated, you shall immediately return any Equipment and remove from all devices and networks any Software supplied by Ricoh in respect of such services. In addition you shall forthwith pay the following amounts:
- (a) all Charges due and owing up to the date of termination including interest at the Default Interest Rate on any overdue Charges;
- (b) an amount equivalent to the remaining number of months of the Term at the date termination was notified, times the agreed monthly Charges as specified in the PASS Terms;
- (c) any and all reasonable costs and expenses that Ricoh notifies you it has incurred in relation to early termination of the supply of Managed IT Services, including debt recovery costs, legal costs, repossession costs, repairing, storing and selling costs; and
- (d) all GST or other taxes relating to payments made under this clause 72.2.
- 73.1 The following provisions shall apply in respect of the disengagement:
- (a) On the termination of the supply of Managed IT Services, unless and until a disengagement plan has been agreed, the following is agreed:
- (i) The Disengagement Period shall be a period nominated by you, but shall not be less than 20 Business Days.
- (ii) During the Disengagement Period you may require Ricoh to perform a reduced level of Services, in which case the relevant terms of the Contract shall continue to apply to those reduced Services during that period.
- (iii) Ricoh shall continue to deliver the Services as required by you, and you shall continue to pay for those Services, on the same basis as prior to the Disengagement Period, to the extent that Ricoh is continuing to perform the Services.
- (iv) Ricoh shall do all things reasonably required by you to achieve a successful disengagement, including the use of reasonable endeavours to deliver any additional services reasonably required by you.
- (b) Except as contemplated in any Disengagement Plan, the Services that are required by you to be performed during the Disengagement Period shall continue to be delivered by Ricoh under the Managed IT Services Terms that applied immediately prior to the notice of termination and you shall continue to pay for those Services on the same basis as prior to the Disengagement Period.
- (a) On the termination of the supply of Managed IT Services, unless and until a disengagement plan has been agreed, the following is agreed:
- 73.2 Except to the extent that a Disengagement Plan specifies otherwise, you shall pay Ricoh on a basis agreed with Ricoh.
Digital Transformation Services Terms
The Digital Transformation Services Terms apply where you and Ricoh have signed a Digital Transformation Agreement. The Digital Transformation Services Terms become effective when the Digital Transformation Agreement is signed by you or on your behalf and by a person authorised by Ricoh.
- Unless terminated earlier as provided for herein the Digital Transformation Services Agreement shall commence on the Commencement Date and shall continue for the Term. You may terminate the Digital Transformation Agreement immediately by notice in writing to Ricoh if Ricoh:
- (a) commits a material breach of any of its material obligations under the Digital Transformation Agreement’s Terms, the breach is capable of being remedied, you have given Ricoh notice (no later than 30 Business Days after becoming aware of it) of the breach and that you regard that breach as material, and Ricoh has failed to remedy the breach, or failed to provide a plan to remedy the breach acceptable to you (acting reasonably), within a period of 10 Business Days of that termination notice, or such longer time as may be specified in that notice for remedying that breach; or
- (b) commits a material breach of any of its material obligations under the Digital Transformation Agreement’s Terms and that breach is incapable of being remedied, provided you give Ricoh such notice of termination no later than 30 Business Days after becoming aware of the breach; or
- (c) commits a series of related or similar breaches of any of its obligations in relation to the Digital Transformation Agreement which, when considered collectively, amount to a material breach, provided:
- (ii) no later than 30 Business Days after becoming aware of the second to last of such breaches, you gave notice to Ricoh that a further related or similar breach would result in you being entitled to terminate the Digital Transformation Agreement under this clause 75; and
- Subject to the aforegoing, and although you are bound to the Term of any Digital Transformation Agreement, you shall nevertheless be entitled to terminate the Digital Transformation Agreement at any time during the Term for convenience, on providing Ricoh with not less than 60 Business Days written notice. If the Digital Transformation Agreement is terminated, you shall remove from all devices and networks any Software supplied by Ricoh under such Digital Transformation Agreement, and immediately cease using the Solution put in place. In addition you shall forthwith pay the following amounts:
- (a) all Charges due and owing up to the date of termination including interest at the Default Interest Rate on any overdue Charges;
- (b) an amount equivalent to the remaining number of months of the Term at the date termination was notified, times the then-applicable monthly Charges as specified in the Digital Transformation Agreement;
- (c) any and all reasonable costs and expenses that Ricoh notifies you it has incurred in relation to early termination of the Digital Transformation Agreement, including debt recovery costs, legal costs, repossession costs, repairing, storing and selling costs, and reimbursement in respect of any obligations Ricoh has incurred to third parties in providing the Digital Transformation Services ; and
- (d) all GST or other taxes relating to payments made under this 75.
Ricoh shall (subject to the other provisions of a Contract) perform the Digital Transformation Services and related Supplies on a project by project basis in accordance with;
- 76.1 the applicable Statement of Work for each project; and
- 76.2 unless otherwise agreed, engagements shall either be on:
- (a) a time and materials basis, meaning Ricoh will be entitled to charge you for the amount of time worked, and be reimbursed for project related expenses; or
- (b) a fixed price basis, meaning Ricoh will be entitled to charge you based on completion of specified deliverable Supplies as defined within a relevant Statement of Work.
Ricoh shall invoice you by way of a GST tax invoice for its Charges as provided in the applicable Statement of Work or as provided in clause 76.2. In addition you shall reimburse Ricoh’s reasonable expenses, including travel expenses. If no specific payment terms are agreed with you, the provisions of clause 7 shall apply.
Statement of Work may provide for Ricoh to sell or lease to you licenses to use Software. In such cases the provisions of clauses 79 to 86 will apply.
79 Intellectual Property Rights.
- 79.1 All ownership, copyright, patent, trade secrecy and other rights in all Supplies made or conceived by Ricoh during the term of a Digtal Transformation Agreement which directly relate to the Digital Transformation Services, or which directly result from any Digital Transformation Services supplied by Ricoh, or which make use of Ricoh’s Intellectual Property Rights (Work Product), shall be the rights and property solely of Ricoh, whether developed independently by Ricoh or jointly with others, and whether or not Ricoh uses, registers or markets the same. You will assist Ricoh as reasonably requested to evidence and enforce Ricoh’s rights in and ownership of the Work Product.
- 79.2 Subject to payment of all applicable Charges and your compliance with the terms of the Digital Transformation Agreement, Ricoh grants to you a non-exclusive right to use the Work Product delivered under a Digital Transformation Agreement for your internal use (Use Rights). You agree to exercise the same level of care against unauthorized use by, or disclosure to, third parties as you use with respect to your own proprietary information of comparable importance. You may not transfer the Work Product, or the Use Rights, to any other party.
Software Supply Terms
The Software Supply Terms apply where PASS Terms or a Software Supply & Licences Schedule specifies Software or Software Licences are to be supplied by Ricoh to you. The Software Supply Terms become effective when a Contract is signed by you or on your behalf and by a person authorised by Ricoh.
In relation to the Software Supply Terms, the following terms shall have the meanings specified (in addition to those applicable terms under clause 2):
- 81.1 Software Supply Period means the agreed period for the supply by Ricoh of Software or Software Licences.
- 81.2 Professional Fees means any amounts specified under Price in a Software Supply & Licences Schedule or other Contract.
- 81.3 Software Licensor means the party providing the Software and Software Licence, as specified in a Software Supply & Licences Schedule or other Contract, including their agents or contractors.
- 81.4 Software Licence means the licence for the Software specified in a Software Supply & Licences Schedule or other Contract and provided in accordance with clause 81.
82. Supply of Software
- 82.1 Ricoh will arrange for the delivery and installation of the Software at the Installation Address.
- 82.2 You shall give Ricoh and/or the Software Licensor such reasonable assistance and access as anticipated in clause 14 of the Supply Terms (modified as applicable) as Ricoh reasonably considers necessary to ensure satisfactory installation of the Software.
- 82.3 Before installation of the Software, you will ensure that network, server and client environments meet specified requirements (such as minimum hardware or operating system requirements) to accommodate the installation and use of the Software, and that they are made ready at your own expense.
- 82.4 Notwithstanding clause 43, you authorise Ricoh to insert Software descriptions, registration numbers and other identification data into a Contract, plus any omitted matters of fact, even after you have signed the Contract.
- 82.5 Ricoh reserves the right to charge you the Professional Fees to cover the cost of installing the Software and any training regarding the use of the Software. You shall pay the Professional Fees to Ricoh on the commencement date of the Software Supply Terms, unless alternative payment provisions are applicable under a Finance Plan or other Contract.
83. Licence and Use of the Software
- 83.1 If the Software is subject to a licence from a third party, then the terms and conditions of the licence of such third party shall apply to the Software and if there is any conflict between the terms of such licence and the terms of any agreement with Ricoh, the third party licence terms shall take precedence.
- 83.2 If Ricoh owns the Software, then Ricoh grants you a non-exclusive, non-transferable licence to use the Software for the Software Supply Period.
- 83.3 You may only use the Software in accordance with the normal operating procedures as notified by Ricoh and as specified in any licence.
- 83.4 You shall only use the Software for business purposes in compliance with all applicable laws and regulations.
- 83.5 Other than for the purposes of back up or disaster recovery (where such is allowed by the Licensor), you shall not copy, alter, modify or reproduce the Software, or make the Software available to any person other than your employees, without the prior written agreement of Ricoh.
- 83.6 You shall not alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the Software.
- 83.7 In addition to any other remedies available to Ricoh under a Contract or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Software, will entitle Ricoh to any available equitable remedy against you.
- 83.8 You acknowledge that there is no transfer to you of title or ownership of the Software or any Revisions, modifications, improvements, updates or new releases of the Software and that Ricoh or its third party suppliers of Software, will retain sole ownership of all Intellectual Property Rights in the Software.
- 83.9 You shall not, nor shall you purport to, assign, sublet, bail, mortgage, pledge, grant a Security Interest in, sell, dispose of to a third party, or otherwise deal with the Software.
- 83.10 Upon expiry of the licence to use the Software pursuant to clause 82.1 or clause 82.2, you will return the Software to Ricoh or at the option of Ricoh, remove and destroy the Software and all copies of the Software, except for one copy which may be retained, with the consent of Ricoh, if required for archival purposes.
Any Intellectual Property Rights arising directly or indirectly out of the performance of a Contract including any Revisions are or shall on creation be the property of Ricoh.
85 Reverse Engineering.
You shall not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile, the whole or any part of the Software.
You shall be solely responsible for the use, supervision, management and control of the Software. You shall ensure that the Software is protected at all times from misuse, damage, destruction or any form of unauthorised use.
The Software Maintenance Terms apply where PASS Terms or a Software Maintenance Schedule or other Contract specifies Software Maintenance to be supplied by Ricoh to you. The Software Maintenance Terms become effective when a Contract is signed by you or on your behalf and by a person authorised by Ricoh.
Software Maintenance Terms
The Software Maintenance Terms apply where PASS Terms or a Software Maintenance Schedule or other Contract specifies Software Maintenance to be supplied by Ricoh to you. The Software Maintenance Terms become effective when a Contract is signed by you or on your behalf and by a person authorised by Ricoh.
In the Software Maintenance Terms, the following terms shall have the meanings specified (in addition to applicable terms under clause 2):
- 89.1 Annual Maintenance Fee means the amount payable by you to Ricoh on the anniversary of the commencement date for each year of the Software Maintenance Period, as shown on the Software Maintenance Schedule or other Contract.
- 89.2 Service Provider means the party providing the Software and Software Maintenance, as shown on a Software Maintenance Schedule or other Contract, including their agents or contractors.
- 89.3 Software Maintenance Period means the term of the Software Maintenance shown in a Software Maintenance Schedule or other Contract.
- 89.4 Software Maintenance Payments means all the amounts payable by you to Ricoh as shown in a Software Maintenance Schedule or other Contract.
- 89.5 Third Party Licence means any third party licence which accompanies the Software.
90. Software Maintenance Services
If a Software Maintenance Schedule or other Contract provides for the supply of Software Maintenance Services by a Service Provider, then such Service Provider in signing the Contract, agrees to provide the Software Maintenance Services for the term agreed by the Service Provider.
The Service Provider shall provide the Software Maintenance for the Software Maintenance Period in accordance with the Contract, provided that if a Service Provider is a party other than Ricoh, such Service Provider’s standard terms and conditions shall apply to the provision of the Software Maintenance to you. Where the term of the Software Maintenance expires or the Software Maintenance is terminated in accordance with a Contract, these Standard Terms will continue to apply (as applicable) to your use of the Software.
92. Extension of Software Maintenance Period
No later than 20 business days prior to the end of the Software Maintenance Period, you must advise Ricoh in writing if you wish to discontinue utilisation of the Software Maintenance at the expiry of the Software Maintenance Period. If you wish to continue to utilise the Software Maintenance, the Software Maintenance will continue in force as if the Software Maintenance Period had not expired and you must continue to pay Ricoh the Annual Maintenance fee in accordance with the Software Maintenance Schedule or other Contract.