1. These terms are used by Coreform Business Technology (“CoreForm”, “We” or “Us”) for its purchase and support services.
2. We enter into this agreement as agent for the Service Provider.
3. Meaning of terms and general interpretation
3.1 All defined terms appear in the Definition section at the end of this Agreement.
3.2 In the interpretation of this Agreement:
a) the singular includes the plural and vice versa, any gender includes the other genders and a person includes an individual, a body corporate or a government body;
b) any warranty, obligation or right which binds or benefits two or more persons under this Agreement binds or benefits those persons jointly and severally; and
c) “includes” means includes but without limitation.
4.1 (a) Offer: By signing and returning this document to Coreform, You irrevocably agree to purchase the Equipment and acquire the Services and Licensed Software. Should you not wish to purchase the Equipment outright, then as part of this Agreement we can, if instructed to do so by you, arrange for Our equipment rental partners (“Finance Company”) to rent and supply the Equipment to You. If You choose this option, the Finance Company will require You to enter into a rental agreement with them (“Finance Company Agreement”). CoreForm is not bound by the Finance Company Agreement until CoreForm advises you in writing that it accepts the Finance Company Agreement, or if the Equipment has been delivered to You – whichever occurs first.
(b) Missing information: You authorise Coreform to update the Schedule and Details with the Commencement Date, Agreement and order references and serial number(s) which are missing when the document is signed by You. If Coreform exercises its rights under this sub-clause, Coreform will provide You with details of the information updated by it as soon as reasonably practicable. You will have a reasonable opportunity to review and correct such information.
4.2 Clause 4.1(a) is the only way in which we will accept Your offer. The payment by You of any money on account of Services (even if we accept it), cannot be relied upon to establish this Agreement.
4.3 If You have executed this Agreement as trustee of a trust, whether or not that fact is disclosed to us, the agreement is binding on You personally and in Your capacity as trustee.
4.4 You acknowledge that we enter into this Agreement as agent for the Service Provider and as a Service Provider in order to provide the Equipment and Services to you, and to the extent that there is any conflict between this Agreement and any other agreement, this Agreement will prevail.
4.5 You acknowledge that coreform can use any paperwork interchageably from our rental funders interchangeably.
4.5 You acknowledge that all parts of this Agreement including Rental documents, Direct Debit if supplied, form part of this agreement and survive termination until such time all goods have been returned to Coreform.
4.6 You acknowledge that Direct Debit authority supplied as part of this agreement, form part of this agreement as a whole and will be changed to our preferred partner in this case Ezidebit Pty Ltd ACN 096 902 813 (User ID No 342190, 342191, 428198). You can find form sample and T&Cs here
(a) Introduction: Support Services are provided by Coreform to help maintain Coreform Equipment and Base Software performance.
(b) Support Services description: Support Services means: (i) access to remote assistance for Coreform Equipment and Base Software through Coreform’s online support assistant or You support centre; (ii) the repair and replacement of physical Parts for Coreform Equipment which, through Normal Wear and Tear, become unserviceable. Replacement Parts will be of serviceable quality and may be new, used or reconditioned; (iii) the supply of Mandatory Retrofits; (iv) if in scope, supply of Included Paper; and (v) unless otherwise specified in the Schedule, the supply of Consumables for Coreform Equipment. Consumables (where included) must only be used in Coreform Equipment and are included as follows: (1) in respect of toner, ink, fuser, drums and waste toner containers, included at the rate of 5% toner or ink coverage per Impression (unless an alternative rate of coverage is specified in the CED or the Schedule); and (2) in respect of any other Consumables specified in the Schedule, included at the rate of usage assumed by Coreform based on the Specifications.
(c) Performing Support Services: Coreform may elect to provide Support Services by providing access to its support website, telephone, e-mail, remote diagnostics or by using any Coreform Tools and, for Equipment, if Coreform considers necessary, by providing on-site Support Services.
(d) Return of cartridges and drums: You must deliver up to Coreform the cartridges, drums and other consumed Consumables supplied by Coreform once their use in Equipment ceases.
(e) Exclusions: Support Services do not include Additional Services or Excess Consumables.
(f) Scope: If no Support Service Charges are specified in the Schedule, Coreform is not obligated to provide any Support Services.
(g) Third Party Equipment: Where the Schedule or a SOW expressly sets out that Coreform will provide Support Services for Third Party Equipment the Support Services will, unless otherwise agreed in writing, be provided on the same terms as the Support Services for Coreform Equipment.
(h) Ceasing Equipment Support Services: Coreform may on 90 days’ notice de-scope Support Services if Coreform ceases supplying Support Services for that model to the market generally. In the event that Coreform ceases the supply of Support Services in accordance with this clause, it will vary the Charges accordingly. In such circumstances, Coreform will where possible provide support at Your request on a time and materials basis at its then current Charges.
6.1 This Agreement will begin on the Commencement Date and will continue for the period set out in the Schedule (“Term”).
6.2 Holding Over: The Agreement in respect of Support Services (and, for the avoidance of doubt, excluding Licensed Software, unless otherwise agreed between parties) will continue in hold over following the Term, provided that a party has not given written notice of its intent to terminate the Agreement, prior to the date being no later than 90 days prior to the end of the minimum term (Hold Over Period). The Hold Over Period may be ended by a party on 90 days’ notice to that effect. During the Hold Over Period, the Agreement will continue to bind the parties and You shall continue to pay the Charges. You agree that CoreForm may use your direct debit details to pay any outstanding invoices owed by you to CoreForm.
(a) Express termination rights: This Agreement cannot be cancelled or terminated except as expressly provided for in the Agreement.
(b) Suspension: If You are in breach of the Agreement or another agreement with Coreform which Coreform reasonably considers is related to this Agreement, or if Coreform considers there may be a risk to the health or safety of its personnel, Coreform may suspend the provision of Services. Any suspension of the Services in such circumstances is without prejudice to Your obligations to comply with the Agreement, including the continued payment of all Charges.
(c) Termination by Coreform: Coreform may immediately terminate any or every Agreement in whole or in part for cause by notice to You if: (i) You breach any term, provision, warranty or condition of the Agreement (including an Essential Term) which You fails to remedy within a period of 7 days of being given notice, specifying the breach and the intention by Coreform to terminate the Agreement if the breach is not remedied; (ii) You become subject to an Insolvency Event; (iii) a form of guarantee or security arranged by You and given to Coreform in relation to performance of Your obligations or potential liability under the Agreement lapses, becomes unenforceable or the guarantor or security provider dies or becomes subject to an Insolvency Event; or (iv) any Equipment is lost, stolen, destroyed or damaged to an extent Coreform considers unrepairable.
(d) Consequences of termination: Without limiting Your obligations under the remainder of clause 10, if the Agreement is terminated under clause 7(c) or otherwise in accordance with the express terms of this Agreement, You must pay Coreform the Recoverable Amount.
(e) Rights not affected: Unless otherwise specified, early termination of the Agreement for any reason does not affect Coreform’s rights to seek damages for any breach of the Agreement and does not entitle You to a refund of any prepaid Charges.
(f) Obligations on Agreement ending: Once the Agreement has ended for any reason, You must: (i) at Coreform’s option, remove or permit Coreform to remove Coreform Tools from Your systems as directed by Coreform; (ii) return or destroy copies of the Specifications in its possession or control as directed by Coreform; and (iii) cease using the Licensed Software and, at Coreform’s option, remove or permit Coreform to remove the Licensed Software from Your systems as directed by Coreform.
(g) Coreform’s Rights: If You fail to: (i) pay the Purchase Price within 30 Business Days of the due date, without prejudice to Coreform’s rights at law, Coreform or its nominee may, without notice, enter upon the Site at which the Products were last known to be located and repossess or destroy the Equipment (as determined by Coreform); or (ii) comply with clause 7(f) within 5 Business Days of being requested to do so by Coreform, without prejudice to Coreform’s rights at law, Coreform or its nominee may, immediately on notice, enter upon the Site at which the Products and Licensed Software were last known to be located and repossess or destroy the Products (except any Products in which title has passed to You) and Licensed Software (as required), and You indemnify Coreform and its nominee for any claims, costs, losses, damages, liabilities and expenses suffered or incurred as a result.
8. Purchase, Rental Price & Service Charges
8.1 Charges: Coreform may invoice You for the Purchase Price upon formation of the Agreement. Coreform will invoice You: (i) in accordance with the Billing Period or one-off Charges (as applicable); and (ii) Coreform’s then standard charges for any Additional Services. Impressions made by You prior to the first Billing Period may be charged in a later Billing Period.
8.2 Unless otherwise agreed, the Services include Standard Installation.
8.3 If You indicate in the Pre-Installation and Configuration Form that the Services are to also include Optional Installation Services, the Services include Standard Installation and Optional Installation Services.
8.4 You are required to pay all Standard Installation and/or Optional Installation Services charges (“Installation Charges”).
8.5 You must pay the applicable Installation Charges in addition to any Instalments.
8.6 If you request the provision of any Additional Services any such Additional Services will be subject to additional charges.
8.7 You must pay the applicable charges for any Additional Services in addition to any Instalments.
8.8 You agree to have installed the appropriate Service Provider software to supply automatic counter/meter readings and toner alerts to enable us or the Service Provider to collect the counter/meter readings from the Products when requested by us or the Service Provider.
8.9 Where relevant, you must provide counter readings of the copies registered on the Products when requested by us or the Service Provider.
8.10 If we are not supplied with a meter reading then we reserve the right to issue a bill based upon past average copy counts until such time as a current meter reading is supplied by You.
8.11 We will apply the Minimum Monthly Service Charge if the total monthly cost from the number of copies completed on the Products and registered on the Products counters is less than the Minimum Monthly Service Charges
8.12 The Charge Rates are based upon the Products operating within the maximum rated monthly copy volumes an average toner coverage of 5% for each page and the total rate of page count for the machines expected working life. If the Products exceed these maximum monthly print volumes or the 5% average toner usage or total published print volume for the Products’ serviceable life then we reserve the right to terminate this agreement or increase the Charge Rate per page to cover expected increases in service costs.
8.13 Base Support Charge: Coreform may impose a Base Support Charge for the remaining term of the Agreement by giving You 30 days’ notice if, in any rolling quarter, actual Impressions are less than the aggregate AMPV for that period.
8.14 Licensed Software: Coreform will invoice You the Licence Fee irrespective of Delivery. In the event that the Initial Licensed Software Period begins prior to the Commencement Date, Coreform may increase the Charges for the first (or later) Billing Period accordingly.
8.15 Meter readings: Coreform may determine the method of meter readings which may include the use of Coreform Tools. If Coreform Equipment meter readings are not provided for any reason (including Your failure to provide sufficient power to the Coreform Equipment to allow a final meter read upon removal of the Coreform Equipment), Coreform may issue system generated invoices for the Support Service Charges based upon, at Coreform’s option, historical usage or the Coreform Equipment’s average capacity, which will be reconciled at a later Billing Period when actual meter readings are next made available (except in respect of a final estimate in which case no reconciliation will be performed).
8.16 Variation: Unless otherwise stated in this Agreement, Coreform may vary the Charges (other than the Purchase Price) immediately by notifying You.
8.17 GST: All Charges are GST exclusive and (if taxable supplies) You must pay GST at the then current rate of GST when the Charges are invoiced.
8.18 Interest: You must pay interest calculated on a daily basis on Charges not paid by the due date at a per annum rate of 6% above the cash rate last published by the Reserve Bank of Australia.
8.19 Legal and collection costs and expenses: You must pay Coreform all costs and expenses, including legal costs and collection agency costs, which Coreform incurs in exercising any of its rights under the Agreement (on a full indemnity basis), including any amounts which Coreform pays to remedy any breach of Your obligations under the Agreement.
8.20 A payment which You make is not considered made until we have actually received the money.
9. Your warranties
9.1 You warrant to us that:
a) all information which You have given to us is correct and not misleading;
b) in entering into this Agreement You have not relied upon any conduct of or statement made by us or anyone acting on our behalf concerning the effect on You of entry into this Agreement; and
c) You are authorised to enter into this Agreement.
9.2 If You have executed this Agreement as trustee of a trust (“Trust”), whether or not that fact is disclosed to us, You undertake that:
a) You enter into this Agreement for a proper purpose of the Trust;
b) You have power and authority under the terms of the Trust to enter into this Agreement; and
c) You have the right to be fully indemnified from the assets of the Trust, in priority to any beneficiaries of the Trust, for all liabilities which You may incur in connection with this Agreement.
9.3 You represent and warrants that: (i) You have acquired the Products, Licensed Software and Services for business and/or investment purposes and not for resale or personal, domestic or household use or consumption; (ii) You have the right and authority to enter into and perform its obligations under the Agreement; (iii) You are the lawful owner of any trade-in equipment and will ensure that such equipment is free from all claims and encumbrances; (iv) You have the authority to permit Coreform to decommission, remove and dispose of any Existing Equipment owned by Third Parties; and (v) You have received and carefully read each document which forms the Agreement prior to entering into the Agreement, and has based its decision to acquire Equipment and Licensed Software solely on their contents.
10.1 You agree that the Service Provider or any other principal shall have the benefit of all rights, warranties, undertakings and indemnities of or in favour of us under this Agreement, and may, in any way, charge or deal with our interests under this Agreement without notice to You. We may provide information about this Service Maintenance Agreement, You and any of Your related bodies corporate (as defined in the Corporations Act 2001 (Cth)) to any person with whom we have dealings in relation to this Agreement.
10.2 You must ensure that we and the Service Provider have access to the Products, at any time, in order to exercise any of our rights, including the collection of counter/meter readings from the Products or otherwise checking whether You have complied with Your obligations. You authorise us and the Service Provider to enter any premises where the Products are located for these purposes (and will obtain such an authorisation, from any person having a proprietary or security interest in the land or premises on which the Products are situated, on request by us or the Service Provider).
11.1 We will only provide Services for the Products during Business Hours and at the location set out in the Schedule.
11.2 The response time for Services is 4 hours. If, at any time, you request a response time that is less than 4 hours, we reserve the right to increase the Charge Rate per page.
11.3 You must advise us immediately of any defects in the operation of the Products as soon as it becomes evident.
11.4 The Products must not be serviced, dismantled or interfered with by any person other than Service Provider.
11.5 The Products must not be relocated to an area not normally serviced by the Service Provider unless prior written approval is given by us.
11.6 The Products must not be transported contrary to the Service Provider’s packing and transportation specifications.
(a) Site preparation: You must prepare the Site prior to, and provide access to the Site for delivery.
(b) Delivery: Coreform will use reasonable endeavours to deliver the Equipment by any date specified in the Agreement but, to the extent permitted by law, Coreform will not be liable to You or others for Claims in relation to any delay.
(c) Assistance: You shall provide Coreform with such assistance, including the provision of personnel and facilities, as Coreform reasonably considers necessary to ensure satisfactory delivery.
(d) Acceptance: Equipment is deemed accepted by You upon delivery.
(e) Title: Title in Equipment shall pass to You once full payment of the Purchase Price has been received by Coreform. Title in Parts does not at any time pass to You. Coreform’s claim to title in Consumables (but not the cartridges or drums containing Consumables, for which title remains with Coreform) lapses when Consumables are used up in the course of operating the Equipment.
(f) Risk: Risk in Products passes to You on delivery.
(a) Your obligations: You must: (i) ensure the Products are not used for any unlawful purpose and not modified, tampered with or moved, without Coreform’s prior written consent; (ii) not part with possession of the Equipment; (iii) if Equipment meter readings are not captured by the Coreform Tools for any reason, provide Coreform with meter readings for each Billing Period and, if requested by Coreform, implement any Coreform Tools reasonably required by Coreform to overcome such failure to capture meter readings; (iv) provide and maintain proper Site, environmental, operating and network conditions, including those specified in the Specifications or as otherwise issued by Coreform from time to time; (v) use appropriate Consumables and Document Supplies for Equipment; (vi) comply with the Specifications and any reasonable directions issued by Coreform; (vii) implement all necessary network security practices, including regularly backing up its own data and using commercially available anti-virus software; (viii) allow Coreform or its agents immediate access to the Site and the Products to perform its obligations and verify that the terms of the Agreement are being complied with giving You reasonable notice if it is practical to do so in the circumstances; (ix) not subcontract, or appoint an agent in respect of, any of its obligations under the Agreement without Coreform’s prior written consent; (x) notify us immediately of any change in Your address; (xi) not assign this Agreement or any of Your rights without our prior written consent.
(b) You indemnify us against: (i) any claims or costs of any kind arising out of the provision of the Services (including any claims in relation to a breach of any other person’s intellectual property rights, damage to any property or the death of or injury to any person); (ii) any liability, loss (including loss of profit), costs, charges or expenses (whether reasonable or not and including legal expenses on a full indemnity basis) arising from or incurred in connection with exercising or attempting to exercise any right or remedy under this agreement.
(a) Implied rights: Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or liability implied in the Agreement or protected by law (including any guarantees under Australian Consumer Law) to the extent such exclusion, restriction or modification would render the Agreement or any provision of the Agreement void, illegal or unenforceable (Non Excludable Right). Subject to any Non Excludable Right, any condition, warranty, right or liability which would otherwise be implied in the Agreement or protected by law is excluded
(b) Liability: The total liability of Coreform for any and all Claims is limited in the aggregate as follows: (i) for Claims in relation to Non Excludable Rights to: (1) in the case of goods, any one or more of the following: the replacement of goods or supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and (2) in the case of services, any one or more of the following: supplying the services again; or payment of the cost of having the services supplied again; and (ii) for all other Claims, to an amount equivalent to the Charges paid by You under the Agreement during the first 12 months of the Term.
(c) To the full extent permitted by law, we exclude all express or implied terms, conditions and warranties other than those set out in this Agreement, and will not be liable for any loss or injury to any person, or any damage to, or loss or destruction of, property, arising from the provision of Services.
(d) We are not, and will not be, liable to You in contract, in tort (including negligence), under any statute (to the extent permitted by law) or otherwise for, or in respect of, any direct, indirect or consequential loss or damage arising out of any breach or other act or omission in connection with this Agreement, nor for any amounts payable under obligations of indemnity or restitution or other entitlements You may have to compensation.
15.1 Any notice to or by a party to this agreement must be in writing addressed to the other party and may be delivered in person, by post, by facsimile transmission or by email and will be deemed to be duly given:
a) in the case of hand delivery, on the day of delivery;
b) in the case of post, 3 Business Days after the date of posting;
c) if sent by facsimile transmission, on the day the transmission is sent (but only if the sender has a confirmation report specifying a facsimile number of the recipient, the number of pages sent and the date of transmission); or
d) if sent by email, when the sender receives an automated message confirming delivery or four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.
16.1 This Agreement is governed by the law in force in the state of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New South Wales and waivers any objection to proceedings in any such court on the grounds of venue that the proceedings have been brought in an inconvenient forum.
16.2 If You wish to vary this Agreement we will consider Your request, but whether we allow the variation will be entirely at our discretion. This Agreement may be altered only in writing signed by each party.
16.3 A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.
16.4 No waiver by us of our rights will be implied from anything done or omitted by us. Any express waiver by us of any right will not be deemed to extend to any continuing or recurring default by You of Your obligations.
16.5 We may, without prior notice to You, but subject to Your rights under this Agreement, sell or assign, either absolutely or by way of security, our rights or interests in this Agreement.
16.6 If the whole or any clause or part of any clause of the Agreement is illegal, void or unenforceable in a jurisdiction then this Agreement shall be interpreted as if that clause is varied to the extent necessary to render the clause no longer illegal, void or unenforceable and is if necessary omitted for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.
Licensed Software, Base Software, Diagnostic Software and Coreform Tools (each as defined in the Software Terms) are supplied pursuant to the Software Terms.
(a) Your consent: You: (i) consent to the collection, use, holding and/or disclosure of credit-related information about You, its officers and guarantors offered by You; and (ii) agree that Coreform may obtain a credit report from a credit reporting body about your commercial and (if natural persons) consumer creditworthiness or Your officers and any guarantors. Coreform may use this report for the purpose of assessing the creditworthiness of those persons (or their capacity to guarantee any credit provided to You) and for collecting (or engaging any third party to collect) any overdue payments under the Agreement.
(b) Associated consent: You have or will procure any necessary written consents from any of Your officers and guarantors set out in the credit application that accompanies this document and will provide a copy of those consents to Coreform (in a form reasonably acceptable to Coreform) on request.
(a) Definitions: (i) Terms in this clause have the meaning given in the PPSA; and (ii) Collateral means the Products (including all Proceeds derived from such Products).
(b) Notices: You acknowledge that Coreform is not required to give it any notices or provide it with copies of any documents required to be given under the PPSA including any regulations or instruments made under it. You waive any right to receive any such notices or documents unless the requirement to provide that notice or document cannot be excluded by law.
(c) Security interest: You acknowledge and agree that Coreform may take any steps it considers necessary to protect its interest in the Equipment and under the Agreement in connection with the PPSA, including registering, perfecting, recording or securing those interests.
(d) Default: It is a default by You under the Agreement if the holder of any security interest (including under the PPSA) over any of its assets enforces that security interest.
(e) Your assistance: Upon request by Coreform, You must do all such things and execute all such documents and consents as Coreform think may be necessary for Coreform to comply with the PPSA or to enable it to register, perfect, record or secure those interests.
(i) If Coreform varies the Support Service Charges by more than 10% per annum, you may notify Coreform that You dispute such increase within 30 days of receiving notice, in which case the parties will seek to resolve the dispute. If such dispute cannot be resolved within 30 days of Coreform’ s receipt of the notice advising of the dispute, and Coreform then confirms in writing to You it intends to increase the Support Service Charges by greater than 5 percent, you may cancel Support Services within 30 days by providing Coreform with 30 days’ notice. In such circumstances, you must ensure that the Equipment is thereafter well maintained in accordance with the Specifications; Coreform will offer to provide some support on a time and materials basis at its then current Charges; and the cancellation of Support Services will not affect the remainder of the Agreement; and
(ii) You may immediately terminate the Agreement for cause by notice to Coreform if: (1) Coreform is in material breach of the Agreement and fails to remedy the breach within a period of 30 days of being given notice by You; or (2) Coreform becomes subject to an Insolvency Event.
(a) You agree that We may, at any time during the term of the Rental Agreement or, should the Rental Agreement not be terminated, during any holding-over period:
(i) by agreement between Us and the Finance Company, take assignment of the Rental Agreement from the Finance Company and give you notice of this;
(ii) acquire ownership of the Equipment;
(iii) should either or both of (i) or (ii) above occur, require you to make payment to us of any rental payment owing in terms of the Rental Agreement and to fulfill all your obligations in terms of the Rental Agreement to us as assignee.
Definitions
Additional Services means any services not already included in the Services and includes the Excluded Services.
AMPV means the manufacturer’s recommended average monthly print volume for the Equipment as specified.
Base Support Charge means the minimum support charge payable by You every Billing Period for the Support Services as specified in the Schedule or imposed by the Coreform under clause 8.13. The Base Support Charge applies in addition to the other Support Service Charges.
Business Day means a day on which banks are open for business in the region in which the Products are located, excluding Saturdays and Sundays.
Business Hours means between 9.00am and 5.00pm on a Business Day.
CED means any Coreform customer expectation documents applicable to Products, Licensed Software or Services supplied under the Agreement, as amended from time to time without notice, or from such other location advised by Coreform. The CED sets out expected performance characteristics and ongoing environmental and end user conditions, assumptions and recommendations important to the customer’s use, consumption and assessment of suitability of Products, Licensed Software, Services and Document Supplies. In respect of high volume Coreform Equipment, CED includes any associated business validation document supplied by Coreform.
Commencement Date means the date set out in the Schedule or, if none is set out, the date we accept an offer made by You. a) paper and throughput material; b) installation of printer driver updates; printer driver updates are available from the Supplier’s website; and c) installation of toner or any other products classified as consumables for the Product.
Consequential Loss means any Claim for any: consequential, incidental, special or indirect cost, loss or liability; loss of business, opportunity, revenue, goodwill, profit or savings; or loss, corruption or delay of data.
Consumables means ink, toner, fuser, drums and waste toner containers (and any other consumables specified in the Schedule) used by Equipment in the ordinary course of operation, excluding Document Supplies.
Document Supplies includes paper, transparencies, staples and other through put materials, excluding Consumables.
Establishment Fee means a one-off charge of $250 for contract processing.
Excess Consumables means Consumables used by You in excess of the rate of usage included under the Support Services.
Excluded Services means repairs or maintenance services required to the Products due to:
a) misuse, abuse, neglect, fire, accident or other natural disaster;
b) relocation, reinstatement and moving of the Products by persons other than employees of the Service Provider;
c) transportation of the Products contrary to the Service Provider’s packing and transportation specifications;
d) malfunction of, or damage to the Products from transportation, reinstallation and moving of the Products by persons other than employees of the Service Provider;
e) servicing, dismantling or interference, changes, alterations, additions or modifications made to the Products by persons other than employees of Service Provider;
f) electrical power failure or any environmental factor;
g) third party software;
h) malfunction of, or damage to the Products caused by the use of non-genuine consumables or parts in the Products;
i) malfunction of, or damage to the Products caused by the use of paper that does not meet the Service Provider’s specifications;
j) malfunction of, or damage to the Products or any part thereof through negligence, improper operations including excessive use that is in contrary to the Products’ specifications and / or Operational Manual; and
k) malfunction of, or damage to the Products caused by liquid spillage, vermin, or use of the Products in an environment not suitable for the Products as specified in the Product’s specifications and / or Operational Manual.
Existing Contract means any existing lease, rental, maintenance or managed services contract between: You and a Third Party; or You and Coreform.
Facilities Maintenance Agreement means an indicative offer, quotation or proposal prepared by us for You for the financing of the Products.
Impression means the production of a one sided (Simplex) print or copy on A4 (or smaller) size paper or A4 equivalent. A two sided (Duplex) print or copy on A4 (or smaller) size paper; or a Simplex print or copy on A3 size paper, shall be considered 2 Impressions unless there is a separate charge for A3 in the Schedule. A Duplex print or copy on A3 size paper shall be considered 4 Impressions unless there is a separate charge for A3 in the Schedule. Coreform will determine (acting reasonably) how any separate charge for A3 in the Schedule applies towards any committed billing volumes under this Agreement.
Impression Calculation means an estimate by Coreform of the amount of Included Paper for the forthcoming delivery (at a frequency indicted in the Schedule) based on: (i) historical meter readings; and (ii) an assumption that 80 (eighty) per cent of prints or copies will be Simplex and 20 (twenty) per cent will be Duplex.
Included Paper means paper supplied by Coreform, based on the latest Impression Calculation, of A4 and A3 size paper (or equivalent) of the type indicated in the Schedule to be delivered to the Sites and at the frequency indicated in the Schedule. Coreform may at any time substitute the Included Paper with paper of the same quality as the Included Paper.
Insolvency Event includes in relation to a person: the person becomes bankrupt or insolvent under laws binding on that person; the person is unable to or states that it may be unable to pay its debts as and when they fall due; the person suspends or threatens to suspend payment of its debts; the person is wound up or dissolved or a meeting is called to consider a resolution to wind up or dissolve the person (other than where the resolution is frivolous); the passing of any resolution, for the winding up, dissolution, liquidation or bankruptcy of the person; the appointment of a provisional liquidator, liquidator, receiver or a receiver and manager or other insolvency official to the person or to the whole or a substantial part of the property or assets of the person; the appointment of an administrator to the person; or the entry by a person into any compromise or arrangement with creditors.
Instalments means amounts payable by you to us under a Facilities Maintenance Agreement.
Mandatory Retrofit means a modification to Equipment determined by Coreform to be necessary for safety.
Minimum Monthly Service Charge means the charge set by us, as amended from time to time to be charged if the total monthly cost from the number of copies completed on the Products and registered on the Products’ counters is less than that set charge.
Optional Installation Services means additional services not included in Standard Installation including installation of the Service Provider’s Net Admin Software, configuration of additional workstations, additional training sessions, configuration of pin codes and security, network faxing and additional software installation.
Parts means physical parts delivered by Coreform in the Equipment as part of Support Services.
PPSA means the Personal Property Securities Act 2009 (Cth).
Pre-Installation and Configuration Form means the form attached to this agreement.
Products mean Equipment, Base Software, Consumables and Parts.
Purchase Price means the purchase price for the Equipment as set out in the Schedule.
Rent Price means the monthly rental price set for the Equipment as set out in the Schedule and Finance company Rental.
Recoverable Amount means an amount reasonably determined by Coreform, equal to the sum of the following: (i) any charges billed, but not yet paid; (ii) an amount equal to the then unpaid balance of the Licence Fee for the remainder of the Initial Licensed Software Period (had the Agreement not been terminated), but not yet due (after deduction of stamp duty, if any); (iii) any other amounts due and payable under the Agreement; and (iv) any other resource costs, including break costs, Coreform will incur as a result of termination.
Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
Schedule means the schedule setting out, among other things, the Equipment and Licensed Software to be provided to You under the Agreement.
Schedule means a schedule in such form as we may give You which if completed in accordance with these terms will form a Service Maintenance Agreement.
Services means maintenance and repair services or other services which may be provided in connection with the Products (including Standard Installation and/or Optional Installation Services as appropriate), but excludes the Excluded Consumables and the Excluded Services.
Service Charges means charges for supply of Services for the Products charged based on the number of copies completed on the Products and registered on Products counter, monthly. Unless otherwise agreed, Service Charges form part of the Instalments.
Service Provider means Konica Minolta Australia Pty Ltd and/or CoreForm Australia Ltd (ABN 19 620 555 884) and/or any approved subcontractor appointed by Coreform..
Software Terms means the software licence and/or support terms applicable to Base Software, Diagnostic Software, Coreform Tools, Application Software, Application Software Support and SaaSas amended from time to time without notice, or from such other location advised by Coreform.
SOW means any relevant statement of work signed by the parties (if any) in respect of the Products, Application Software, SaaS or Services.
Specifications in relation to Products and Services, means the CED or (where none is available) any end user documentation, manual or specification published by the manufacturer.
Standard Installation means delivery, loading and configuring of the Products onto a maximum of three nodes (server plus two workstations or three workstations) and includes up to two training sessions on the use of the Products but excludes diagnosing and resolving of any software issues unrelated to installation.
You or Your means the person named as the customer in the Schedule, and each and every one of them, jointly and severally.Our Rental funders are:
Finlease Rental: Sample rental Paperwork found here
NER ( National Equipment Rental) Paperwork found here
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