1. Purpose. These General Terms and Conditions (the “Terms”) govern the purchase by Client (or “You”) of HP’s Standard Managed Print Services Pilot (“Flex Pilot” or the “Pilot”) services (“Services”) from Insight as described herein, at the rates, SLAs and locations indicated in the HP Managed Flex Order Form (the “Order Form”) which is incorporated into these Terms.
2. Pricing.
   1. Smart Plan. The Services use an automated tiered pricing model (“Smart Plan”) which is optimized for the Client based on actual consumption for each eligible machine enrolled into the Pilot (a “Device”). Each volume tier will have an associated tier price and cost per page rate (“Overage Charge”). The lowest cost option will be charged automatically. Extra pages will be charged at the applicable Overage Charge if the actual printed volume exceeds the number of pages included in the volume tier.
   2. Pricing Calculations. Page count will start at zero for all new subscriptions. A4 or letter format pages will be counted as 1-page count. All other page sizes will be charged at the conversion rate as reported by the Device. Pages processed by a Device as duplex will be charged as twice the page count of the applicable page size, regardless of whether ink or toner is used on both sides of the page.
3. Taxes. Prices are exclusive of taxes, duties, and fees (including installation) unless otherwise quoted. If a withholding tax is required by law, please contact Your Insight representative to discuss appropriate procedures.
4. Term. These Terms will begin on the day set forth in the Order Form (the “Effective Date”) and will continue for a term of twelve (12) months (“Term”).
5. Automatic Renewal. Provided the Pilot is still active, or is still active at the time of the renewal, the Order Form will be automatically renewed at the then-current pricing for the Devices as set forth in the Insight and HP portal for pricing (“Flex Portal”), on the then current terms and conditions set forth in the Pilot (or, to the extent HP elects to transition the Pilot into an official offering, the full program), for the following additional renewal periods:
   1. With the exception of the States of New York and Wisconsin, each auto-renewal period will be twelve (12) months.
   2. For the States of New York and Wisconsin, the auto-renewal period will be one (1) month.
6. Auto-Renewal Exceptions. Subscriptions shall not auto-renew if:
   1. Cancellation in accordance with section 16 has been provided by either party;
   2. The Subscription has reached the maximum extended Term pursuant to Section 7 below; or
   3. HP is no longer offering the Flex Pilot.
7. Extended Term Limitations. The following Term limitations shall apply to all renewals of subscriptions:
   1. Devices which are exclusively targeted to support ‘Work From Home’ printing can only be renewed for a maximum of 3 years of Services in total; and
   2. other Devices can only be renewed up to a maximum of 5 years of Services in total.
8. Renewal Pricing. Pricing listed on the Flex Portal will not increase more than 3% per year without Insight providing specific notice of the price change to Client’s email address for notices. If an increase of more than 3% is planned then Client will be notified with the option to terminate without penalty at the renewal period preceding the price change effective date. Pricing determined in accordance with the foregoing will be maintained for the applicable renewal period as defined in Section 5 above.
9. Invoices and Payment. Insight will invoice You monthly in arrears, based on actual consumption according to the Billing Calculations set forth below in the Flex Service Description and/or Terms Addendum. The invoice will include all Devices as of the date they are connected to the HP cloud via HP web services (“HP Connected”). Client agrees to pay all invoiced amounts without offset within thirty (30) days of Insight’s invoice date. Insight may suspend or cancel performance of Services if Client fails to make payments when due. Insight may also change credit terms or payment terms due to materially adverse changes in Client’s financial condition or payment history.
10. Limited Warranty; Exclusions. Services will be performed using generally recognized commercial practices and standards. Except as otherwise specifically provided by the third-party manufacturer or publisher of software provided hereunder, Client’s remedy for non-conforming Services shall be, upon timely notice, the re-performance of Services. This states Client’s sole remedy for warranty claims. To the extent permitted by law, Insight disclaims all other warranties, express or implied.
    
    Service, support and warranty commitments do not cover claims resulting from: (1) improper use, site preparation, or non-compliance with site or environmental conditions or other non-compliance with applicable Supporting Material; (2) modifications or improper system maintenance or calibration not performed by an HP Authorized Service Technician or authorized by Insight; (3) failure or functional limitations of any non-HP software or product impeding systems receiving support or service; (4) malware (e.g. virus, worm, etc.) not introduced by Insight; or (5) abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Client, or other causes beyond Insight’s control.
11. Representation/Dependencies. Insight’s ability to deliver Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services. Client’s obligations with respect to specific Services are set forth in the Flex Service Description and/or Terms Addendum below.
12. Change Orders. From the Effective Date of the Order Form, Client has 90 days to onboard all the Devices listed in the Order Form onto HP Connect. Devices not successfully onboarded within the 90-day period will no longer be eligible for activation, and the subscription shall commence with the Devices that were successfully onboarded, if any. Should none of the Devices listed in the Order Form be successfully onboarded within the 90-day period, the Order Form will expire. If Client wants to add Devices not listed in the Order Form, or onboard inactivated Devices listed in an Order Form that has expired, then Client and Insight will need to agree on a new quote which will supersede any prior quotes or order forms.
13. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under these Terms. Client grants Insight a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Insight and its designees to perform the ordered Services.
14. Confidentiality. Information exchanged under these Terms will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. In addition, each Party shall comply with their respective obligations under applicable privacy and data protection legislation. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under these Terms, and shared with employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving Party without obligation of confidentiality; ii) is independently developed by the receiving Party; or iii) where disclosure is required by law or a governmental agency.
15. Limitation of Liability. Each Party’s aggregate liability under these Terms is limited to the amount payable by Client to Insight for the Services during the term of the Order Form in which the claim arose or $1,000,000, whichever is less. Neither Client nor Insight will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either Party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful repudiation of the Order Form or these Terms; nor any liability which may not be excluded or limited by applicable law.
16. Cancellation; Termination. Client or HP may cancel a Device’s subscription effective on the anniversary of the start date of the applicable Order Form, or the end of a renewal period as defined in Section 5 above, by providing written notice of 30 days or more prior to such date. These Terms may be terminated upon notice in writing by either Party for material breach if the other Party fails to cure such breach within thirty (30) days after receipt of written notice of the breach, or if the other Party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned.
17. Early Termination. Client may terminate its subscription at any time, without cause, by providing at least thirty (30) days’ prior written notice to Insight and shall pay Insight:
    1. For all Services then delivered; and
    2. A cancellation fee, which shall be calculated as follows: the number of remaining months, or part months, in the subscription until the subsequent anniversary date of the Order Form, multiplied by the monthly tier Price of the then-current lowest volume tier without overages. Client’s payment of this cancellation fee is a genuine pre-estimate of the damages resulting from the early termination and is not a penalty.
18. Effect of Termination. After notice of a termination of the Order Form is effective (whether an early termination or otherwise), entitlement to Services and supplies will immediately stop.
19. General. These Terms represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Order Form will be made only through a written amendment signed by both Parties. Any terms in these Terms which by their nature extend beyond the termination or expiration of these Terms will remain in effect until fulfilled and will apply to both Parties’ respective successors and permitted assigns. These Terms may be executed in counterparts, all of which together shall constitute the same document. A facsimile or other copy containing the signatures of both Parties shall be as enforceable as the original executed Order Form. The failure of either Party to enforce at any time any provision of these Terms shall not be construed to be a waiver or any breach of these terms and conditions and shall not be construed as a waiver of any other term or condition. Except for payment obligations, neither Party will be liable for performance delays or for non-performance due to causes beyond its reasonable control. These Terms will be governed by the laws of the state of Arizona, excluding rules as to choice and conflict of law.

Standard Managed Print Services Flex Pilot Terms Addendum

1. SCOPE. The Flex Services include (i) automated supplies replenishment (shipments of ink, toner and long life consumables); (ii) included base solutions, including HP ROAM for business for compatible Devices, Wolf Essential Security, and Fleet analytics, provided subject to separate license and terms and conditions directly with the end customer and HP; (iii) HP Next Business Day on-site response for break fix, where available in the Device’s location. Except to the extent that a specific requirement is set out in this Addendum or the Order Form, Insight will manage the method and provision of the support programs in its sole discretion.
2. DEVICES COVERED UNDER THE AGREEMENT. For purposes of these Terms, “Device” means the printer and related hardware and equipment, accessories, parts, and upgrades provided/owned by Client and included in Client’s fleet. Only newly installed devices which are included in the Flex onboarding portal are available for this Pilot.
3. ITEMS NOT COVERED. The following items are not covered under the Services: paper, staples, font cartridges, third-party SIMM or DIMMs, third-party accessories, and all external interface cards. Special note on Firmware Upgrades - HP will only perform Firmware Upgrades if the manufacturer has announced that the Firmware Upgrade resolves a known service issue. Technicians visits for non-hardware failure related issues will be charged to the Client at HP’s then current time and materials rate(s); examples of non-hardware failures include but are not limited to glass cleaning, local network connectivity, paper jam, end user damage, use of remanufactured supplies, and use of incompatible media.
4. SUPPLIES. HP will send Supplies based on reports generated by the Device related to HP supplies levels and Client’s consumption behavior.
   1. If the Device is not online with HP Connected or is offline, the signal will not be sent to HP which could lead to the Device running out of supplies without notification for replenishment.
   2. HP will not send supplies unless and until the Device is online with HP Connected.
   3. At the end of the subscription term, any unused supplies provided by HP during the term of any such subscription shall be returned to HP and remain the property of HP at all times, unless otherwise specified by HP in writing.
   4. If supplies are lost after delivery to the end customer, the cost of replacement supplies will be charged at the applicable price specified for the supplies as set out in the Flex Portal. Such charge will be included in the monthly invoice. HP will consider supplies as “lost”, if HP shows evidence of delivery showing the respective supplies for the Device were delivered to the address listed in the Flex Portal for that Device, and additional supplies for the Device are requested.
5. CLIENT RESPONSIBILITIES.
   1. Device Connectivity. HP Connected will be used for remote monitoring of Devices to deliver the Flex services. To be eligible for onboarding, Devices will need to maintain connectivity to HP Connected for the duration of the subscription to ensure accurate billing as well as for service alerting and supplies replenishment. If HP Web services is disabled or loses connection to HP Connected, HP will not be held to the affected commitments. Upon either notice or discovery of a non-reporting Device, Client shall promptly ensure the return of the Device to a reporting condition.
   2. Device Location. Client must maintain correct Device location information in the Flex Portal (only physical addresses; excluding P.O. boxes and BFPO addresses) and it is the entire responsibility of the Client to keep the information updated. Address updates are to be reflected in the Flex Portal within 24 hours of changes. HP uses this information to send technicians (when required) on site for break fix service as well as to ship supplies. Should this information be incorrectly maintained and result in lost supplies or technicians sent to an incorrect address, then the cost of a replacement set of supplies, including any shipping costs, and / or the cost of a technician visit will be charged to Client at HP’s then current pricing on a time and materials basis. Service levels are based on the Device’s location and are subject to change when a Device is moved.
   3. Removal of Personally Identifiable Information (PII). Insight does not intend to have access to personally identifiable information of Client in providing Services. To the extent Insight has access to Client PII stored on a system or device of Client, such access will likely be incidental and Client will remain the data controller of Client PII at all times. In the event that Client requests that Insight repair or replace a device, Client shall have completed final data disposition of any Client PII on such device, e.g. encryption, overwriting or degaussing, prior to the repair and/or delivery of such device to Insight. Client shall be solely liable for any third party claims against Insight as a result of Client’s failure to protect and/or remove such PII from the device prior to repair by and/or delivery to Insight.
   4. HP Software. Client is required to accept the terms of the relevant End User License Agreement (EULA) the first time they log into HP Connect or any other HP-provided software.

Service Description
Automated Toner and/or Ink Replenishment (“ATR”)

SUPPLIES MANAGEMENT SERVICE FOR HP-BRANDED DEVICES

• Scope/Description of Services
  Utilizing HP Tools, HP will provide ongoing remote monitoring, management, ordering, and replenishment services for Consumables associated with active compatible Devices; Collectively referred to as Automated Supplies Management Services (“ASM”). ASM requires Devices to be continuously connected to HP Connected. Maintenance Kits are not available for all Devices. HP may provide re-manufactured Maintenance Kits parts that are equivalent to new in performance. All replaced parts become the property of HP.
• Consumable ordering
  Consumable ordering will be automatically conducted via HP Tools, as applicable per Device and per Site.
• Consumable delivery
  HP will deliver all ordered Consumables to the Customer’s designated central receiving location/dock at the applicable Site location with a reference to the Device for which it is ordered. For Consumables automatically ordered through HP Tools, HP will make reasonable effort to deliver the replacement Consumable before the in-use consumable is completely expended.
• Maintenance Kits Replacement Service.
  HP will evaluate service or parts needed upon maintenance cycle alerts based on the Device usage. For Maintenance Kits ordered, HP will evaluate the maintenance history and initiate a replacement if parts have completed their usable life.
• Consumable Take-back
  During the Subscription, HP will provide a return process via HP’s Planet Partner Program ("PPP") for expended Consumables, provided PPP is available in the country of the Site. This covers all HP-branded Consumables, except those listed at https://www.hp.com/recycle.
  
  This URL may be updated from time to time. This does not cover packaging or packing materials for Consumables.
  
  HP reserves the right to alter, suspend or close its PPP at any time for the following, but not limited to, reasons: laws relating to take-back, recycling and the management of waste, the availability and capability of waste management contractors and facilities and scientific developments.

Customer Responsibilities

Customer must fulfill the following responsibilities:

• be responsible for the security and use of any Consumables stores at Customer Site locations.
• promptly notify HP of any Consumables shipments not received within fifteen (15) Business Days of shipment confirmation.
• install Consumables in accordance to Manufacturer’s specifications, only when the Device displays an appropriate front panel message indicating the replacement is needed.
• notify HP of any change in Device location.
• provide HP with a contact name, phone number and/or email address of any individual responsible for receiving Consumables, and notify HP of any change.
• inform HP of any significant change in consumption of Consumables.
• Unless HP otherwise provides written instructions of the contrary, return applicable expended Consumables as per instructions at www.hp.com/recycle, except packaging and packing materials unless expressly requested to do so as per the written or on line instructions. All those expended Consumables that are not covered by the PPP shall be the responsibility of Customer and shall not be returned to HP or the HP PPP.
• Upon receiving the new Maintenance Kit to be installed by Customer, Customer must return the used one to HP in the HP-supplied box, at HP’s expense. HP may charge Partner list price value for used Maintenance Kits not returned as required.

SUPPORT

1. Break fix Service. HP will Provide Next business day Break fix or exchange (depending on device model and service location) following initial remote troubleshooting. End users can expect an initial call back within 2 business hours when the service request is placed before 3pm local time. Response Times are determined by the ZIP codes referenceable on the Flex Portal. If a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected in the Flex Portal to ensure ATR and Service are provided to the correct locations.
2. Service Level Definitions.
   • MPS Response Times: HP offers two (2) response times for all Devices except Officejet Devices depending on locations and Device type:
     1. NBD onsite Response: Next Business Day on site Response with 2-hour call back, when case is opened before 3:00 p.m. local time. Cases opened after 3pm local time on a Business day will be treated as received the next Business Day.
     2. Distance onsite Response: Depending on location, response time may be allocated as reasonable efforts, and will be shown in the Order Form.
     Response times under each of these service levels begin once a case is created in HP’s system. Each service level includes drop-ship, ATR.
   • For Officejet Devices: NBD Exchange with 2-hour call back is offered, depending on locations as follows:
     
     Next Business Day Exchange Shipment (9x5): will be provided if Customer’s call for Service is placed any Business Day before 12:00 p.m. local time. HP will within the next Business Day, ship out the replacement device, packaging instructions and a prepaid shipping label in a container suitable for the return of the failed Device. As identified on the Sites Profile, some Sites will require more time for exchange shipments. Customer will return the failed Device to HP within three (3) Business days of receipt of the replacement product and shall bear risk of loss until such returns are received by HP. If HP does not receive the failed Device within ten (10) Business Days of Customer's receipt of the replacement product, Customer will be charged the product's list price, less any applicable discounts. Exchange will be provided only if the problem has not been resolved remotely.
   
   MPS Response Times will only be measured during HP’s normal business hours and only apply to Devices supported by the Flex Pilot. Location specific MPS Response Times will be provided on the Flex Portal. All Response Times are determined by the ZIP codes referenceable on the Flex Portal, if a location is listed with an incorrect ZIP code, then the Response Time may be incorrect and will be corrected in the Flex Portal to ensure ATR and Service are provided to the correct locations. “Business Day” means Monday to Friday (local public holidays excepted); “business hours” means 8:30 a.m. to 5:00 p.m. on Business Days.
3. Service Considerations.
   • Travel zones:
     Unless otherwise agreed in writing between the parties, all On-Site Response Times (calculated from the time Customer ticket is logged by HP following Customer call to the time HP arrives on Site to begin repair or to exchange the defective device) for applicable Support service levels apply only to Sites located mainland. For all other Sites in low density areas or islands, On-Site Response times may suffer variations.
   • Coverage Window.
     Remote and onsite Technical Support Services will be provided during HP’s normal business hours.
   • Customer Self-repair parts (CSR):
     Certain parts are deemed replaceable by Customer without the need for HP to dispatch an onsite technician to perform parts replacement services. Definitions of CSR parts see A and B classified parts in link: http://partsurfer.hp.com and HP.com
   • Required DCA
     All service levels related to repair are dependent on the device connecting online to HP Connected. Should remote access to the Devices or the virtual environment not be available to HP due to Customer network infrastructure issues, HP will continue to work to meet service levels, but HP will not be held responsible for missed service levels for any delays related to DCA connections issues.
   • Other:
     HP, at its discretion, may provide support services not associated with a Customer-initiated repair case to maintain Device operability and functionality.
     In case of an on-site visit when end-user is not available or incorrect data is provided (device location, error description, ticket data) provided, and because of this HP is not able to solve the issue, HP will bill Partner ), pursuant to HP’s current rates.
     
     HP will respond by the next business day following a logged support ticket logged on a business day before 3 pm local time to remotely determine if Customer’s Device issue is hardware related and requires spare parts or tools for repair. Support tickets logged after 3pm on a business day or outside a business day are deemed logged at the following business day. If applicable, hardware related issues will be resolved by Customer replacement of an identified part(s) classified as CSR(s). For all other HW issues, HP will dispatch an HP-authorized service technician onsite on the next business day after the remote diagnosis has been performed subject to: (i) if the problem cannot be resolved by a CSR or (ii) the problem cannot be resolved remotely or (iii) Customer has cooperated with HP for the remote diagnosis as set out below. Any Customer request for onsite service on non-hardware related problems where such remote diagnosis has not been performed, will be charged to the Partner separately according to the current time and materials rates. No service technician will be dispatched until remote diagnosis/resolution attempts have first been made. Where attempts have been made and the Customer has been reached but is unwilling to cooperate with remote diagnosis/resolution attempts then any site visit may become chargeable if the issue was found to be non-hardware related
     
     If a dispatched HP technician determines that the root cause of logged ticket is a non-hardware issue which is outside the scope of this service level, HP will repair the non-hardware issue and will bill Partner for the cost of a technician visit will be charged to Partner at HP’s then current pricing on a time and materials basis. Partner hereby agrees to pay all such invoices. Customer may elect additional MPS to address non-hardware issues identified by Customer prior to a logged ticket and/or during remote diagnostics.
     
     The Change Order process shall not apply.
4. HP Responsibilities.
   • Conduct remote diagnostics and complete remote resolution with customer’s representative for hardware related issues when technically possible. which may include CSRs where appropriate as determined by HP.
   • If applicable, standardly ship CSRs that are new or equivalent to new in performance.
   • If applicable to the issue to be resolved, HP may remotely install available engineering improvements and firmware updates to ensure proper operation of the Device, and to maintain compatibility with the CSRs or to maintain supportability by HP.
   • Replaced parts and products become the property of HP and Customer is responsible of returning replaced parts back to HP. HP will provide details on process to be used by Customer for this purpose.
   • Dispatch a service technician as described above.
5. Customer Responsibilities.
   • Resolve network connectivity issues, paper jams, toner adjustments, configuration settings reported by HP.
   • Maintain firmware levels as recommended by HP
   • Allow remote Device access via HP tools
   • Execute self-repair with CSRs when applicable
   • Have a Customer escort present when HP provides HP determined Onsite Support.
   • Provide access to the Devices; including but not limited to removing any non-supported equipment prior to HP’s scheduled arrival. Devices to be unlocked.
   • Implement temporary procedures or workarounds provided by HP while HP works on permanent solutions.
   • Maintain a procedure to reconstruct lost or altered Customer files, data, or programs that are not dependent on the Devices
   • Allow HP to modify the Devices to improve operation, supportability, security and reliability, or to meet legal requirements.
   • Support and cooperate with HP's remote problem diagnosis and remediation efforts by: (i) providing all information necessary for HP to deliver timely and professional remote support and to enable HP to determine the level of support eligibility; (ii) Commencing self-tests and installing and running other diagnostic tools and programs; (iii) performing other reasonable activities, as requested by HP, to help HP identify or resolve problems; and (iv) Installing all Customer-installable firmware updates and patches, as well as CSRs and replacement units provided by HP. Failure to support HP in remote problem diagnosis and remediation could result the unnecessary dispatching of an engineering resource to Customer site by HP and should the fault then be determined to be non-hardware related; the Customer may incur charges.
   • Decline resolution for non-hardware related issues in case the end customer wants to avoid additional event-based fees

HP ROAM FOR BUSINESS

A subscription will be provided for HP Roam for Business, HP’s most robust pull print app. HP Roam for Business replaces printer-specific drivers and mobile apps, allowing users to print from any personal computer or mobile device and release these print jobs on any HP Roam for Business enabled printer in the office, on the road or at home. Print jobs can be held in the cloud, on the user’s client, or both, and is compatible with a range of authentication options, including card readers and QR codes.

It also offers basic print job tracking and can integrate with HP JetAdvantage Insights for even more analytics to help optimize Customer’s print environment.

Terms and conditions for the subscription to HP ROAM for Business are available on installation of the application. A copy can be found at: https://www.roamprint.com/downloads/HP_Roam_SaaS_Agreement.html.

HP Roam for Business compatibility requirements are found here: Compatibility Matrix

WOLF ESSENTIAL SECURITY

15 critical device settings to pushed by HP to the printer to ensure secure printing endpoints.

FLEET ANALYTICS

HP will configure a suite of dynamic fleet report templates to be available on demand through the end-customer portal. Reports include but are not limited to: Total Usage, Daily Usage, Consumable Levels, Device Trend, Service visit history, Supply order history. End-customer will generate reports through web-based interface.