Managed Services Terms and Conditions

  1. WHEREAS

    • A purchase, lease, and/or maintenance agreement is already in effect between OneXillium and the Contracting Party (the “Existing Agreement”).
    • OneXillium is an authorized reseller of Xerox products and services, including Xerox Managed Print Services, and provides services related to these products and services.
    • The Contractor has indicated that it wishes to purchase Xerox Managed Print Services.
    • The parties wish to set forth in this agreement (the “Agreement”) their agreements regarding the work to be performed by OneXillium in connection with Xerox Managed Print Services, along with the corresponding fees due (Appendix 1 “Price List”), service level agreements (Appendix 2 “SLAs”), and scope of work (Appendix 3 “Scope of Work”).

    1. Definitions
    In this Agreement, the following terms have the meanings set forth below: (In scope) Equipment

    • Xerox office equipment and/or accessories connected to networks, including laser and inkjet printers, analog and digital copiers, and other Xerox multifunction devices.
    • Designated devices from brands other than Xerox, for which the “In Scope” flag has been selected in the Xerox Services Manager (XSM) application, in order to provide services and billing at any location specified by the Contracting Party. XDA collects data from the printers and multifunction devices that are connected to the network and/or locally connected to other network devices; this data is sent to the XSM for analysis and to generate various reports, including the automatic collection of data for billing purposes.

    Xerox Managed Print Services: Theservices described in the Statement of Work and the SLAs.

    Xerox Tools
    : The tools owned by Xerox, including software-based components, documentation, and methodology-based components, that are used to provide Xerox Managed Print Services, which include, among others, Xerox Device Agent (XDA), Xerox Services Manager (XSM), Xerox Services Portal (XSP), Xerox Modeler Tools Lite (XMTL), Xerox Report Manager (XRM), and other components that Xerox may add from time to time. Xerox may rename these components from time to time.


    1. OneXillium will provide Xerox Managed Print Services to the Contracting Party during the period agreed upon in this Agreement. These services will be provided by OneXillium, as an authorized reseller of Xerox (Netherlands) B.V. OneXillium may have certain work performed by X-pertise or another subcontractor of OneXillium. OneXillium will use its best efforts to perform its obligations under this Agreement in accordance with the standards of good workmanship.

    2. ’s Fees 3.1 In consideration for the services described in Article 2 of this Agreement, the Contracting Party shall pay OneXillium the fees specified in this Agreement.
      3.2 The compensation owed by the Contracting Party to OneXillium under this Agreement will be invoiced in advance on a quarterly basis and automatically debited from the Contracting Party’s account.
      3.3 In addition to any price increases permitted under the Existing Agreement, OneXillium is entitled to pass on to the Contracting Party any price increases charged by Xerox (Netherlands) B.V., to pass them on to the Contracting Party in full and without delay.
    3. Use of Xerox Tools
      The Contractor acknowledges that it is not authorized to use or access the Xerox Tools, with the exception of the Xerox Device Agent (XDA) and, to a limited extent, the Xerox Report Manager (XRM) and the Xerox Services Portal (XSP), nor is it authorized to operate them. With the exception of the XDA, the Xerox Tools will be installed and operated exclusively by Xerox, or authorized partners and their subcontractors. The Contracting Party will have access to the data and reports generated by the Xerox Tools (via XRM and XSP, which data and reports shall belong to the Contracting Party). All Xerox Tools and access thereto may be removed by Xerox (Netherlands) B.V. and authorized partners and their subcontractors upon expiration or termination of the Agreement. The Contracting Party acknowledges that Xerox (Netherlands) B.V. does not grant it a license to use the Xerox Tools, with the exception of the XDA. The Contracting Party indemnifies OneXillium against claims by third parties, including Xerox (Netherlands) B.V., arising in whole or in part from a breach of this provision.
    4. XDA License
      Xerox hereby grants to the Contractor, and the Contractor hereby accepts, a non-exclusive, non-transferable license to use the XDA 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 Agreement. The Contractor has no other rights with respect to the XDA software, and in particular may not:
    • Distributing, copying, modifying, creating derivative works of, disassembling, or reverse engineering the XDA 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 XDA shall at all times remain exclusively with Xerox (Netherlands) B.V. and/or its lawful licensees. The Contracting Party shall indemnify OneXillium against any claims by third parties, including Xerox (Nederland B.V.), arising in whole or in part from a breach of this provision.
    1. Confidentiality
      The Xerox Tools constitute confidential information, and the Contractor shall maintain confidentiality with respect thereto, unless:
      • The confidential information was in the public domain prior to, at the time of, or after it came to the Contractor’s knowledge, through no act or omission of the Contractor.
      • The information was lawfully disclosed to the recipient or to a third party who is not subject to any confidentiality obligation.
      • This information was developed independently by the Contractor and/or its employees or agents, without reference to confidential information of Xerox (Netherlands) B.V.
    2. Remote Data Collection
      The Contracting Party acknowledges that XDA OneXillium enables the automatic collection of certain data from the Equipment on which XDA is installed or to which XDA is connected, via electronic transmission to a secure off-site location in the United States, and hereby expressly consents to such data collection through XDA. Certain data may be used by OneXillium, or a designated service provider, to maintain the equipment, or to provide services related to that equipment, or for purposes such as billing, replenishing inventory, or improving products or services. Such automatically transmitted data may include, among other things (but not limited to), data relating to product registration, meter readings, inventory levels, equipment configuration and settings, software versions, and error and/or fault codes. All such data will be transmitted in a secure manner to be determined by OneXillium. The ability to automatically collect data does not enable OneXillium to access, read, view, or download the contents of the Contracting Party’s documents stored on the Contracting Party’s equipment or information systems.

    3. Cooperation The Contracting Party shall at all times grant OneXillium and its authorized partners, as well as their subcontractors, access to the Contracting Party’s equipment, content, and other data and facilities, and permit them to use such items; the Contracting Party’s personnel shall promptly provide all necessary cooperation for the provision of services related to Xerox Managed Print Services. OneXillium or its subcontractors shall not be liable for any failure that is wholly or partially the result of a lack of such cooperation or of inadequate cooperation.

    9 Term and Termination
    9.1 This Agreement shall take effect upon signature by the Parties and shall be entered into for a term of months, and shall be automatically renewed for the same term.
    9.2 Either Party may terminate this Agreement as of the last day of a contract period (initial period or renewal) by registered letter, subject to a ninety-day notice period.
    9.3 OneXillium is authorized to terminate this Agreement in whole or in part with immediate effect by registered letter without judicial intervention in the event that:

    • Whether the contractor applies for a (provisional) stay of payments or is granted a (provisional) stay of payments.
    • The contractor files for bankruptcy or is declared bankrupt.
    • A significant portion of the Contracting Party’s assets is subject to attachment.
    • The contractor is a legal entity and that entity is dissolved.
    • The existing reseller agreement between Xerox (Netherlands) B.V. and OneXillium will expire, or OneXillium will no longer be a reseller authorized by Xerox (Netherlands) B.V.

    9.4 OneXillium is authorized to terminate this Agreement in whole or in part with immediate effect by registered letter without judicial intervention if the Contracting Party, to the extent that remedy is still possible, fails to fulfill its obligations under this Agreement within a reasonable period of time even after receiving a written notice of default.
    9.5 The termination of this Agreement does not relieve the Contracting Party of its ongoing obligations under this Agreement.

    1. Consequences of Termination of
      10.1 If OneXillium terminates this Agreement due to the occurrence of any of the circumstances listed in Article 9, the Contracting Party shall cease all use of the Xerox Managed Print Services (and the results thereof).
      10.2 In the event of termination or rescission of this Agreement for any reason whatsoever, OneXillium shall not be obligated to pay any compensation or damages with respect to loss of profits, expenses, investments made, or obligations incurred in the course of business operations, nor shall it be obligated to compensate the Contracting Party for any goodwill acquired or for any damages, including consequential damages.
    2. Limitation of Liability
      11.1 If OneXillium should be liable in connection with the provisions of this Agreement, its liability shall be limited to the provisions set forth in this Article 11 (Limitation of Liability).
      11.2 OneXillium is liable exclusively for direct damages and expressly excludes any liability for consequential damages, including lost profits, lost savings, damages resulting from business interruption, and indirect damages, as well as damages related to data loss. This limitation does not apply to damages that are the direct and exclusive result of OneXillium’s willful misconduct or gross negligence.
      11.3 OneXillium’s liability per contract year is limited to a maximum of the amounts invoiced in the relevant year, and OneXillium will only pay compensation if and to the extent that the relevant insurer pays compensation.
      11.4 “Direct damages” are exclusively defined as:
    • Reasonable costs incurred in determining the cause and extent of the damage, to the extent that such determination relates to damage as defined in this provision.
    • Any reasonable costs incurred to bring OneXillium’s defective performance into compliance with the Agreement, unless such costs cannot be attributed to OneXillium.
    • Reasonable costs incurred to prevent or limit damage, to the extent that the Contracting Party demonstrates that these costs resulted in a reduction of direct damage as referred to in this provision.

    All claims by the Contracting Party must be submitted to OneXillium within six months of the damage occurring, failing which they shall be forfeited.
    The limitations set forth in this section also apply to any third party engaged by OneXillium in connection with the performance of this Agreement.
    11.5 In the event of a failure to perform this Agreement, which is wholly or partially attributable to a breach by Xerox (Netherlands) B.V., an agreement in force between Xerox (Netherlands) B.V. and OneXillium, OneXillium’s liability shall be limited to no more than the amount for which OneXillium may hold Xerox (Netherlands) B.V. liable, provided that this amount shall never exceed the limitation of liability set forth in Section 11.3 of this Agreement.

    1. General
      12.1 The Contracting Party’s general terms and conditions do not apply. The provisions of OneXillium’s general terms and conditions of sale, general terms and conditions of lease, general terms and conditions of maintenance, or terms and conditions for software transactions, respectively, are deemed to apply to the work to be performed under this Agreement. In the event of any conflict, the provisions of this Agreement shall prevail. In the event of a conflict between the provisions of the attachments to this Agreement—including the Statement of Work and the SLAs—and the provisions of the Agreement itself, the provisions of the Agreement shall prevail.
      12.2 This Agreement contains the entire agreement between the parties regarding the work to be performed under this Agreement.
      12.3 If any non-essential provision of this Agreement is deemed void or unenforceable, the validity and enforceability of the remaining provisions of the Agreement shall not be affected thereby. In such a case, the parties shall, by mutual agreement, agree upon new provisions to replace the void or unenforceable provisions, taking into account, to the greatest extent possible, the purpose and intent of the provisions to be replaced.
      12.4 The failure of either party to demand compliance with any provision within a time period specified in the Agreement shall not affect the right to demand such compliance at a later time, unless the party in question has agreed in writing to the non-compliance.
      12.5 The Contracting Party is not entitled to assign the rights or obligations under this Agreement without prior written consent.
      12.6 This Agreement is governed by Dutch law. All disputes arising out of or in connection with this Agreement shall be submitted to the competent court in Amsterdam.