General Maintenance Terms and Conditions

 

  1. Definitions:

Equipment: Machines for creating, archiving, processing, and/or destroying documents. Software: software that may be either embedded in the Equipment provided or installed separately on the

is installed on the contractor's network or offered as an additional service.

Implementation: the set of actions and measures necessary to enable the use of the Products.

In-scope flag: Designated equipment for which the “In-scope flag” has been selected in the Services Manager (SM) application to enable service provision and billing at any location specified by the contracting party.

Maintenance Agreement: An agreement between OneXillium B.V. and the contractor for the maintenance of Products.

Manufacturers: manufacturers of printing and copying equipment.

Maintenance fee: the amount in euros charged to the contracting party for each Product.

Excess volume: the number of prints made in excess of the contracted volume for the contract period.

Products: Equipment and/or Software. SEPA: Single Euro Payments Area.

TG: The Meter Reading Generator (TG) collects data from devices connected to the network and/or locally connected to other network devices; this data is sent to the SM for analysis and to generate various reports, including the automatic collection of data for billing purposes.

Tools: The tools provided by Manufacturers, including software-related components, documentation, and methodology-based components, that are used to provide XMS, which include, among others: TG, Services Manager (SM), Services Portal (SP), Tools Lite (TL), Report Manager (RM), and other components that Manufacturers may add from time to time. Manufacturers may rename these components from time to time.

Training: instructing the contractor's users on the proper use of the Products.

Consumables: materials needed to keep the Equipment operational, such as cartridges, drums, toners, and developers. XMS: OneXillium Managed Services. The remote management of your Products, resulting in a single, integrated service offering. The procedures and terms of XMS are described in a separate Service Level Agreement, the contents of which are known to and agreed upon by the contracting party.

 

  1. Terms of Use

These maintenance terms and conditions apply to this maintenance agreement. The applicability of any terms and conditions of purchase used by the Contracting Party is expressly excluded. Deviations from these maintenance terms and conditions may only be made in writing.

 

  1. Execution of a Maintenance Agreement

All offers made by OneXillium B.V. are non-binding. A maintenance agreement between OneXillium B.V. and the contracting party is not concluded until a written agreement has been legally signed.

Maintenance Agreement between OneXillium B.V. and the contracting party. If multiple Products are listed in this Maintenance Agreement, it is assumed that for each of those Products, a

A separate maintenance agreement has been entered into, subject to these maintenance terms and conditions.

 

  1. Effective Date of the Maintenance Agreement

The term of the maintenance agreement begins on the first day of the calendar quarter following the installation date. The obligation to pay the maintenance fees begins on the installation date. For the period between the installation date and the start of the maintenance agreement’s term, the contracting party is liable for a fee, which is calculated on a pro rata basis for the portion of the maintenance period. This fee must be paid by the contracting party no later than the due date of the first maintenance installment. The maintenance agreement terminates upon the expiration of its term.

 

  1. Term of the maintenance agreement

The Products will be maintained by OneXillium B.V. for the term specified in the maintenance agreement and will end on the last day of that term. Upon expiration of the agreed term, the maintenance agreement will be automatically renewed for a period of 12 months, unless OneXillium B.V. or the contracting party notifies the other party by certified mail no later than six months before the relevant expiration date of the maintenance agreement that it does not wish to continue the maintenance agreement.

 

  1. Maintenance Work

OneXillium B.V. will perform maintenance on the equipment (or have it performed) at the installation address for the duration of this maintenance agreement. OneXillium B.V. is not obligated to perform maintenance (or have it performed) if this is impossible due to a non-attributable failure. Wherever OneXillium B.V. is mentioned in this maintenance agreement, this shall be read as OneXillium B.V. and/or a third party designated by OneXillium B.V. that has been engaged to perform this maintenance agreement.

 

  1. Maintenance and troubleshooting.

Before requesting service, the Contractor must, if technically feasible, follow the troubleshooting procedure. The contracting party must cooperate in the process of analyzing the problem over the phone and implementing the possible solution before a technician is sent to the location of the Equipment. With respect to the Equipment in question, OneXillium B.V. undertakes to perform the following services to the best of its ability:

a. Maintenance, which includes inspection, repair, and the installation of replacement parts in the event of normal wear and tear, to the extent necessary for the proper functioning of the Equipment in question.

b. Troubleshooting (provided that no data storage media and/or consumables are involved that were not supplied or recommended by OneXillium B.V., and there is no excessive use of the Equipment). Reports of malfunctions will be addressed immediately upon receipt.

c. OneXillium B.V. agrees to keep parts in stock for the duration of the maintenance agreement.

d. During maintenance or repairs, the Contracting Party shall provide all necessary facilities—such as electrical power, lighting, and tools—at its own expense. This also includes establishing test connections, if necessary, to determine the causes of malfunctions.

e. No maintenance or technical assistance will be provided if, and for as long as, the Equipment is connected to peripheral devices, and/or input devices, and/or Software that has been installed without the approval of OneXillium B.V., which does not relieve the contracting party of its payment obligations.

f. Maintenance work is performed Monday through Friday between 8:30 a.m. and 5:00 p.m., except on generally recognized holidays.

 

  1. Consumables

If the maintenance agreement includes consumables, OneXillium B.V. will provide the contracting party with cartridges, drums, toner, and developer, which items remain the property of OneXillium B.V. as long as they have not been used. If the contracting party uses consumables in the device that were not supplied or recommended by OneXillium B.V., OneXillium B.V. reserves the right to consider the maintenance agreement terminated, without the contracting party being entitled to a refund of any amounts already paid to OneXillium B.V.

 

  1. Software

If the Equipment includes Software, the contracting party is not permitted to copy or reproduce this Software in any way. OneXillium B.V. is in no way liable for damages resulting from the malfunction or improper use of the Software. Software packages are sold and delivered by OneXillium B.V. as an agent of the respective software manufacturer. The corresponding software licenses are established between the contracting party and the respective licensor. The terms and conditions of the applicable software licenses—including, but not limited to, the scope of permitted use—apply in full to the contracting party’s use of the Software. For example, the contracting party is not permitted to copy or reproduce this Software in any manner whatsoever. The provisions in the accompanying software licenses regarding applicable warranties and/or liability provisions also remain in effect. OneXillium B.V. is in no way liable for damages resulting from the malfunction or improper use of the software.

 

  1. Reimbursements

a. The agreed-upon maintenance period applies to maintenance, as described on the cover page and in Article 7, as well as to the supply of the consumables and parts described in Article 8.

b. An A3-size print will be billed as two prints, unless otherwise agreed upon and specified under “Details” on the front page of this maintenance agreement.

c. Work performed by OneXillium B.V. that does not fall within the scope of the activities described in Article 7 will be billed to the contractor at OneXillium B.V.’s rates in effect at that time.

d. OneXillium B.V. will review the maintenance periods, the prices for additional volume, and, if applicable, XMS, as of January 1 of each year, by at least the Consumer Price Index, which is determined and published in October for the preceding year by Statistics Netherlands (CBS). If this price index figure is unavailable, the price adjustment will be calculated using another, similar benchmark. Disputes regarding any adjustments must be reported to OneXillium B.V. within ten (10) business days of the date of the written notice. If OneXillium B.V. is not notified of an objection within this period, OneXillium B.V. will implement the new maintenance term and printing prices.

e. The costs of printing supplies, such as paper and staples, are not included in the specified maintenance period.

f. All taxes and costs, however named, that are currently imposed—or may be imposed at any time—on the amounts owed by the contracting party, or on the maintenance agreement and/or the Products, regardless of in whose name they are assessed, shall be borne by the contracting party, unless otherwise provided by law.

g. The Contracting Party may not set off amounts owed against, or suspend payments due to, an (alleged) claim against OneXillium B.V.

 

  1. Payment and Billing for Additional Volume

a. The amounts owed by the Contracting Party shall be paid on the due date, without any right to deduction, setoff, or suspension, and are immediately due and payable. The Contracting Party hereby authorizes OneXillium B.V., until further notice, to debit from its bank account all amounts owed by the Contracting Party to OneXillium B.V. under the maintenance agreement. The provisions and regulations established by Equens or the banks shall apply hereto. Upon entering into the maintenance agreement, the Contracting Party grants OneXillium B.V. a power of attorney to collect payments under this maintenance agreement. If the contracting party does not grant OneXillium B.V. a power of attorney, if the power of attorney is revoked, and/or if collected payments are reversed, the contracting party will be charged €20.00 for each payment that cannot be automatically collected.

b. If the aforementioned deadline is exceeded, the contracting party shall be deemed to be in default by operation of law, without any notice of default being required. In that case, the contracting party shall owe interest at a rate of 1.5% per month, accruing from the due date of the invoice until the date of full payment. A partial month shall be counted as a full month. All costs related to collection, whether judicial or extrajudicial, shall be borne by the contracting party. These costs are set at 15% of the outstanding amount, unless the actual costs are higher, in which case the contracting party shall bear these higher costs. Failure to comply with the agreed-upon payment terms releases OneXillium B.V. from its obligations toward the contracting party, without prejudice to its right to enforce the maintenance agreement or to claim full compensation for damages.

c. At the end of each billing period for the excess volume, the actual number of prints made during that period—across all Equipment covered by this Agreement—will be determined for each print type. If this number exceeds the agreed-upon volume per print type, the Contracting Party will be charged the price per print for that print type for the excess volume. “Print type” refers to black-and-white or color. The volume for one print type does not entitle the Contracting Party to offset it against another print type. The Contracting Party agrees to have the Equipment automatically transmit the meter readings.

d. The Contracting Party shall provide all necessary cooperation for the installation (or arrangement for the installation) of Software required for the automatic reading of meter readings. If the meter readings are transmitted by other means, a fee of €20.00 per billing statement will be charged. If the automatic meter readings are not received, OneXillium B.V. will send the Contracting Party a request to submit the meter reading for each Device to OneXillium B.V.

e. If OneXillium B.V. does not receive the meter readings in a timely manner, the contracting party will be billed based on estimated usage, calculated using other available data. If an estimate needs to be corrected, the contracting party will be charged an additional €20.00 in administrative fees.

f. OneXillium B.V. reserves the right to determine meter readings on its own at any time. To that end, the contracting party must always allow OneXillium B.V. the opportunity to do so.

 

  1. Usage

a. The Contracting Party shall handle the Equipment with care, use it in accordance with its intended purpose, and protect it from damage, particularly from environmental factors. In doing so, the Contracting Party shall strictly follow the instructions of OneXillium B.V. and the maintenance procedures prescribed by it.

b. If the contracting party uses data storage media and/or consumables that were not supplied or recommended by OneXillium B.V., or if there is abnormal or excessive use of the Equipment, the costs of repairs or the resolution of malfunctions caused by such use will be billed separately.

c. Without the written consent of OneXillium B.V., the Contracting Party shall not remove, cover, or damage any affixed marks, numbers, and/or inscriptions, nor shall it make any modifications to or additions to the Equipment. Relocations and moves must be carried out by or on behalf of OneXillium B.V. Any resulting additional maintenance costs shall be borne by the Contracting Party. Relocating the Equipment to a location outside the Netherlands is strictly prohibited.

d. The Contracting Party may not rent out the Equipment, nor may it transfer its use to third parties under any circumstances, pledge it, sell it, dispose of it, or otherwise hold it in custody.

e. The Contracting Party warrants that the Equipment will not be connected in any way to any movable or immovable property in such a manner that commingling and/or accession would occur.

 

  1. Transfer of Rights and Obligations

a. The Contracting Party shall not transfer any rights or obligations arising from the maintenance agreement to any other party without the prior written consent of OneXillium B.V.

b. OneXillium B.V. may choose either to perform the maintenance or repairs in-house or to engage third parties with the necessary expertise to perform this work.

 

  1. Indemnification

OneXillium B.V. is not liable for damages resulting from downtime, malfunctions, or poor performance of the Equipment. OneXillium B.V. is also not liable for damages resulting from delays in performing repairs, carrying out work, or replacing parts. The Contracting Party shall at all times indemnify OneXillium B.V. against any claims by third parties.

 

  1. Reproduction Rights/Copyright

All costs arising from the collection of reproduction rights, copyright infringement, etc., shall be borne by the contracting party.

 

  1. Liability

a. The liability of OneXillium B.V. and its personnel—including liability for damages caused by persons working on behalf of OneXillium B.V.—is limited to damages resulting from death, personal injury, or property damage to the client’s and third parties’ equipment and property, arising during the performance of, and in connection with, the work to be performed under the maintenance agreement, and caused by the fault of persons whom OneXillium B.V. engages in the performance of such work, up to the amount of the Contract Value, or in any event limited to an amount of €100,000. All further liability, including, among other things, liability for compensation for indirect, material, or immaterial damages, or consequential damages, is excluded, regardless of the manner, foreseeability with respect to the location, or extent of the damage. The Contracting Party shall indemnify OneXillium B.V. against all claims by third parties in this regard, including claims arising from the Contracting Party’s failure to fulfill, or insufficient fulfillment of, obligations toward third parties, such as, but not limited to, (government) regulations.

b. If the above provision cannot be invoked at any time, the liability to be determined in such a case shall also be limited to the amount paid by the insurer for each occurrence.

 

  1. Force Majeure

a. Force majeure includes all circumstances of such a nature that, in all reasonableness and fairness, OneXillium B.V. cannot be expected to fulfill the maintenance agreement. In particular, a failure by OneXillium B.V.’s supplier to deliver to OneXillium B.V. shall be considered a force majeure event. In the event of force majeure, performance of the maintenance agreement shall be suspended with respect to the affected portion. OneXillium B.V. shall notify the contracting party of such circumstances as soon as possible.

b. As soon as the force majeure situation has ended, OneXillium B.V. will assess the condition of the Equipment. The necessary maintenance work, and any required repairs, will then be performed by OneXillium B.V. after reaching an agreement with the contractor regarding the associated costs, after which performance of the maintenance agreement will resume.

 

  1. Anti-Money Laundering and Counter-Terrorist Financing Act (WWFT)

Pursuant to the Anti-Money Laundering and Counter-Terrorist Financing Act, OneXillium B.V. is required to identify the contracting party. The law stipulates that both the legal entity and the person who actually places the order on behalf of the legal entity must be identified. To this end, the contracting party shall provide:

  • a clear copy of a recent, valid identification document of the authorized signatory,
  • a recent certified extract from the contractor's Commercial Register.

 

  1. Early Termination

19.1. If:

a. The Contracting Party fails to pay any amount due under the maintenance agreement in a timely manner;

b. The Contracting Party fails to fulfill, or fails to fully or properly fulfill, any other obligation arising for it under the agreement, or has acted in violation thereof;

c. The Contracting Party fails to comply with the requirements regarding spatial and technical provisions and the operation of the Equipment;

d. The contracting party requests a stay of payments or is granted one;

e. A petition for bankruptcy has been filed against the contractor, or the contractor has been declared bankrupt;

f. If the Contracting Party loses its legal capacity for any reason, or if its movable or immovable property or the Equipment (and any accessories) is seized;

g. The contracting party has moved its registered office or place of residence outside the Netherlands or indicates its intention to do so;

h. If it is decided to dissolve the contractor—provided it is a legal entity—as such, the contractor shall be in default merely by the occurrence of this circumstance (or these circumstances), and the contractor’s (remaining) debt to OneXillium B.V. shall become immediately due and payable.

 

19.2 Unless otherwise required by mandatory law, OneXillium B.V. shall be entitled, in the circumstances described above, at its sole discretion, and without prejudice to the rights to which OneXillium B.V. is entitled;

  • or, while maintaining the maintenance agreement, to demand payment in a lump sum and immediately of the total amount of the remaining maintenance installments, plus the late payment interest, costs, etc., accrued by OneXillium V.;
  • or to terminate the maintenance agreement without judicial intervention, such termination taking effect by operation of law at the time OneXillium V. notifies the contracting party thereof in writing.

19.3 If and to the extent that, after signing this maintenance agreement, the contracting party subsequently decides not to purchase any services from OneXillium B.V., the contracting party is obligated to pay OneXillium B.V. at least 50% of the contract value (the total maintenance installments multiplied by the number of months of the maintenance agreement’s term).

19.4 In the event of early termination of a maintenance agreement that does not include a pre-estimated number of prints, the contracting party (without prejudice to the provisions of 19.1) shall be obligated to pay a supplementary charge determined by OneXillium B.V. based on the average monthly volume over the last 12 months. If such a recalculation is not possible, OneXillium B.V. will make a reasonable estimate of the average monthly volume multiplied by the number of months remaining in the term of the maintenance agreement.

19.5 If the composition of the Products changes, the maintenance agreement may be amended during its term with respect to the Products in question. Amendments to the maintenance agreement pursuant to this section must be made in writing and may take effect on the next renewal date.

 

  1. Amendment to the Maintenance Agreement

Any amendment to, addition to, or cancellation of the maintenance agreement is valid only if jointly agreed upon in writing by the contracting party and OneXillium B.V. The contracting party is obligated to pay OneXillium B.V. a fee for any administrative service initiated by the contracting party, or any other action, that OneXillium B.V. performs during the term of the maintenance agreement. This includes, among other things, providing copies of the maintenance agreement or other documents, processing changes to the contracting party’s address or bank account information, handling claims and other insurance matters, registering security interests, calculating surrender values, and modifying maintenance terms or prices. The contracting party must pay this fee to OneXillium B.V. upon first request. A summary of these fees will be provided upon request. OneXillium B.V. is authorized to modify the summary and the amount of the fees at any time.

 

  1. Joint and several liability

If more than one party, whether a natural person or a legal entity, enters into the maintenance agreement as a contracting party, each of these parties shall be jointly and severally liable for the performance of all obligations, both existing and future, arising from the maintenance agreement toward OneXillium B.V., and all provisions of the maintenance agreement pertaining to the contracting party shall apply both to each of them jointly and to each of them individually. A notice served on any one of them shall be deemed a valid notice to all such persons. If, in the event that multiple persons act as contracting parties to the maintenance agreement, the maintenance agreement terminates due to the bankruptcy or suspension of payments of one of them, the maintenance agreement shall remain in full force and effect with respect to the other party or parties, unless OneXillium B.V. also terminates the maintenance agreement with respect to them pursuant to the provisions of Article 20.

 

  1. Use Consumables

Consumables, such as—but not limited to—toner cartridges, have an average consumption per print.

In this maintenance agreement, pricing is based on the average consumption per consumable. OneXillium B.V. reserves the right to impose an additional charge if there is an excessive discrepancy between the number of consumables ordered by the contracting party and the number of prints made.

 

  1. Confidentiality and Data Protection

a. The contracting party hereby expressly authorizes OneXillium to process (or have processed) the personal data provided by the contracting party. OneXillium will process (or have processed) this personal data solely for the purpose for which the contracting party provided it and in accordance with applicable laws and regulations, including (but not limited to) the Personal Data Protection Act.

b. The Contracting Party warrants that it is authorized to provide the personal data to OneXillium and that the personal data provided to OneXillium has been processed in accordance with applicable laws and regulations.

c. It is the sole responsibility of the contracting party to secure all confidential data and to completely delete it from the internal memory. The contracting party shall indemnify OneXillium for any damages it incurs as a result of the failure to delete, or the incomplete deletion of, any confidential data as described in this section.

 

  1. Final Provisions

a. In the event of a tacit renewal of the maintenance agreement, the applicable provisions shall remain in full force and effect.

b. The Contracting Party is required to notify OneXillium B.V. of any change of address within three days. All costs incurred by OneXillium B.V. in exercising and safeguarding its rights, such as judicial and extrajudicial collection costs, shall be borne by the Contracting Party. This maintenance agreement is governed by Dutch law, sets forth all rights and obligations of the parties toward each other, and supersedes all prior negotiations, commitments, proposals, and correspondence regarding this matter. Amendments to the maintenance agreement must be agreed upon in writing. Any disputes shall be submitted to the court in the jurisdiction where OneXillium B.V. is located, provided that OneXillium B.V. is entitled to submit the dispute to the court that would have jurisdiction to hear the dispute even without the foregoing provision. If the contracting party has opted for XMS, provisions c and d below apply in addition to the aforementioned provisions.

c. The Contractor acknowledges that it is not authorized to use or access the Tools—with the exception of the TG and, to a limited extent, the RM and the SP—nor is it authorized to operate them. With the exception of the TG, the Tools will be installed and operated exclusively by Manufacturers, or authorized partners and their subcontractors. The Contractor will have access to the data and reports generated by the Tools (via the RM and SP, which data and reports will belong to the Contractor). All Tools and access thereto may be removed by Manufacturers and authorized partners and their subcontractors upon expiration or termination of the maintenance agreement. The Contractor acknowledges that Manufacturers do not grant it a license to use the Tools, with the exception of the TG. The Contractor indemnifies OneXillium B.V. against claims by third parties, including Manufacturers, arising in whole or in part from a breach of this provision.

d. OneXillium B.V. hereby grants to the Contractor, on behalf of the Manufacturers, and the Contractor hereby accepts, a non-exclusive, non-transferable license to use the TG Software on a single unit of the Equipment used by the Contractor (or a replacement unit thereof, but never both at the same time), for the term of this maintenance agreement. The Contractor has no other rights with respect to the TG Software, and in particular may not:

  • Distribute, copy, modify, create derivative works of, disassemble, or reverse engineer the TG Software (except to the extent permitted by law and necessary to achieve interoperability with other independently created software).
  • Or allow others to do so; all (intellectual) property rights relating to the TG shall at all times remain exclusively with the Manufacturers and/or their authorized licensees,

 

The Contractor shall indemnify OneXillium B.V. against any claims by third parties, including Manufacturers, arising in whole or in part from a failure to comply with this provision.

 

Woerden, September 1, 2021