Managed Print Services

1. Purpose. These General Terms and Conditions (the “Terms”) govern the purchase by Client (or “You”) of HP’s Managed Print Support (“MPS”) services (“Services”) from Insight as described herein, at the rates, SLAs and locations set forth in the HP MPS Order Form (the “Order Form”), which is incorporated into these Terms. “Services” also include any supporting material which the Parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) support product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of work (SOWs), published warranties and service level agreements. Capitalized terms not defined herein shall have the same definition as in the Order Form.
2. Pricing. The Service rate is bundled services, supplies and parts priced and procured on a usage basis, as measured by standard page impressions printed by Client during the billing period. There are no page minimums. Pricing factors and any customization or modifications to the Service offering are identified in the Schedule. Should the United States (US) Consumer Price Index (CPI) as published by the US Bureau of Labor Statistics (“BLS”) for all goods increase annually greater than 3%, Insight may, effective on the annual anniversary of the Effective Date, increase pricing by the amount published by the BLS at that anniversary date. This increase can only take place annually on the anniversary of the Effective Date (as defined in the Order Form), and it applies to pricing for the total MPS fleet.
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; Renewal. This Agreement will begin on the Effective Date (as defined in the Order Form) and will continue for the Term indicated in the Schedule. Renewal is at the discretion of the Client. Insight reserves the right to increase the rates at each Renewal. Renewing contracts with less than 50 Devices or fewer than five (5) A3 Devices on the Scheduled may require the contract to be changed to a Managed Cartridge Billing model.
5. Invoices and Payment. Insight will invoice monthly in arrears, based on the impressions made during the previous month. Any specific invoicing conditions for Services are provided in the Schedule. 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. Insight uses remote monitoring software to collect counts for billing purposes. If Insight is unable to retrieve impression counts for billing, Insight will invoice an estimated billing at the recent historical billing interval impression count for each Device. If an estimated billing occurs, Insight will credit Client for any over-billing and Client agrees to pay Insight for any under-billing that is discovered once the software is reactivated and the impression counts are reconciled.
6. 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.
7. Representation/Dependencies. Client is responsible for a good faith representation of its printer fleet being placed under this Agreement. The printer fleet is defined as the characterization of print Devices by model, location and expected print volume as measured by printed impressions. Material misrepresentation of the printer fleet will be considered a breach of this Agreement. 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.
8. Change Orders. Both Parties agree to appoint a project representative to serve as the principal point of contact in managing the delivery of Services and in dealing with issues that may arise. Any mutually agreed upon changes will only have effect for future billings without any retroactive effect on any rates or charges that have already been invoiced. Requests to add additional service locations will require a Change Order signed by both Parties. Additional models/series of Devices not currently priced on the Schedule will be added at the then-current rates.
9. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under these Terms.
10. 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.
11. 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; nor any liability which may not be excluded or limited by applicable law.
12. Termination. This Agreement may not be cancelled by either Party for convenience during the Term or any Renewal; provided, however, that Insight may terminate this Agreement or any open order or schedule to the extent HP exercises its right to terminate Client’s services. This Agreement 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. For the avoidance of doubt, Client’s failure to pay timely shall constitute a material breach.
13. Effect of Termination. In the event of any early termination of the Agreement for any reason other than non-performance of Services by Insight, Insight may, in its sole discretion, assess Client the number of impressions estimated to be remaining for the Term or Renewal Term based on the most recent historical impression counts (“Termination Fee”) or may choose to charge for ink/toner cartridges delivered based on manufacturers stated yield. Any invoice issued as a result of early termination for Services performed and all other charges and expenses due under the Agreement, including any Termination Fee, will be due and payable immediately.
14. General. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both Parties. Any terms in this Agreement which by their nature extend beyond the termination or expiration of this Agreement will remain in effect until fulfilled and will apply to both Parties’ respective successors and permitted assigns. This Agreement 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 Agreement. The failure of either Party to enforce at any time any provision of this Agreement 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. This Agreement will be governed by the laws of the state of Arizona, excluding rules as to choice and conflict of law.

Managed Print Services Terms Addendum

1. SCOPE. MPS Services include the provision of toner cartridges, maintenance kits, parts and repairs. This support program also includes cleanings at every service visit, a dedicated account manager and/or MPS consultant, detailed usage reports, and phone support. Except to the extent that a specific requirement is set out in this Addendum, Insight will manage the method and provision of the support programs in its sole discretion.
2. DEVICES. For purposes of this Agreement, “Device” means the printer and related hardware and equipment, accessories, parts, and upgrades provided/owned by Client and included in Client’s fleet. The rates listed in the Order Form and the terms contained in the Agreement are offered based on supporting all eligible Devices within Client’s organization and keeping the remote monitoring software active with Devices reporting at regular intervals (as determined by Insight). All Devices of a similar model/series must be enrolled unless a specific written exception is granted. Devices can only be removed from the support program if they are taken out of service and permanently removed from a supportable location. Additional Devices may be added at any time if support is currently provided for the specified model/series. Supportable Devices that are added at a later date that are not currently included in the Schedule will be added at the then-current rate. Devices must be in a working condition prior to being enrolled. If a Device to be added to this Agreement is not new, Insight will determine if repairs are required to bring the Device to a working condition. If repairs are required, Insight may provide those parts and repairs at Insight’s standard parts and service rates. Client agrees to follow correct Device operation guidelines as specified by the manufacturer.
3. DEVICE ENTITLEMENT.
   1. Devices that are not new.
      1. If an HP authorized service technician goes to the Customer site to do a printer health check on a Device that is not new and determines that repairs are required, HP will notify Partner and, with Partner’s approval, will provide those parts and repairs invoicing the Partner at HP’s standard parts and service rates. If in HP’s determination a Device is not in working order, HP reserves the right not to entitle the Device. Self-Entitlement. If HP sends stickers to a Customer for self-entitlement an HP authorized service technician will not perform a health check on the Device. HP assumes the added Device is supportable and in good functioning order. If, in HP’s determination, the condition of an added Device does not meet this criteria, HP reserves the right to remove the Device from service, or if service is required within the first thirty (30) days after Entitlement, HP may charge Partner for repairs and labor performed.
      2. If a Device is discovered that was not initially entitled with the fleet or is added later, HP at its discretion may:
         1. send an HP authorized service technician to entitle the Device as noted in subsection1, above, or
         2. send a sticker to the Customer for self-entitlement as noted in subsection 2 above.
   2. Unsupportable Devices. At times during health check or normal service visits, HP Authorized Service Technicians may find a Device can no longer meet the requirements of supportability under the Agreement. Conditions leading to this decision include an unsuccessful service attempt to bring a Device back to an acceptable printing condition, or a recurring problem cannot be remedied, or parts are no longer available. HP Authorized Service Technicians report suspect Device conditions to the HP National Technical Support (NTS) Team, who make the final decision about Device supportability. When necessary, notification is made by the NTS team to Client and Insight indicating the Device is no longer supportable. HP will provide service history justification and/or documented reasons for each Device so named. Insight reserves the right to deem a Device unsupportable when multiple service visits are no longer effective (more than two service visits within a six-month period of time for the same reason, resulting in no sustainable change to printer or output) or when, at the completion of a service visit, the Device cannot be restored to an acceptable, reasonable and sustainable print quality. If the Device(s) in question have been under contract for more than three (3) months, then a credit (equal to the amount invoiced to that Device in the previous three (3) months) will be provided to Client, which can be applied to the purchase of a new HP printing Device.
   3. Non-Reporting Devices. If a Device is not reporting page counts through the data collection agent and EDP due to lack of network capability, or because the Device isn’t connected to Client’s network, Insight will require Client to submit a monthly meter reading to HP when fewer than 10 Devices are on Site.
   4. Device Obsolescence. When the manufacturer no longer supports a Device and repair parts are no longer available for a Device model/series, Insight reserves the right to move that model/series to a different support solution or discontinue providing Services on the respective Device and potentially all like Devices.
4. UNIT REPLACEMENT POLICY. HP defines the Unit Replacement Policy based on the age of the Device and its warranty status. HP will offer unit replacements as defined below:
   1. If a Device is still within its HP Limited Hardware Warranty, subject to the following conditions:
      1. Dead On Arrival (“DOA”) – if the Device fails and cannot be repaired less than thirty (30) days from date of purchase, HP will replace the Device.
      2. If the Device fails more than thirty (30) days from date of purchase, HP will attempt repair. If unable to repair, HP will replace the Device according to the HP Limited Hardware Warranty.
   2. If a Device is outside of the HP Limited Hardware Warranty but still within the HP service life window as determined within HP’s sole discretion (typically 5-7 years after model introduction), and the Device fails and HP is unable to repair it and bring it back to a usable condition, HP may, at its discretion, replace that Device with a like or comparable model at no charge to Partner or Customer.
   3. If a Device is aged beyond the HP service life window as determined within HP’s sole discretion (typically greater than 5-7 years after model introduction), Customer is responsible for retiring or replacing that Device at Customer’s sole expense.
5. ITEMS NOT COVERED. The following items are not covered under the Services: paper, staples, font cartridges, firmware upgrades (except as set forth herein), third-party SIMM or DIMMs, accessories, and all external interface cards. Imaging supplies provided by Insight under this Agreement remain the property of HP/Insight at all times. HP will only perform firmware upgrades if the manufacturer has announced the firmware upgrade resolves a known service issue.
6. HP UNIVERSAL DEVICE AGENT (UDA) SOFTWARE. UDA Management software is a unique HP technology that works in connection with enabled managed Devices or HP original supplies (“Enabled Products”). Use of UDA software and Enabled Products requires compatible equipment, wireless access, Internet access and/or certain software, and may require obtaining updates or upgrades from time to time. The ability to use the UDA software will be affected by the performance of these components. In addition, the benefits of UDA software technology may not be available with non-original HP supplies and may be disconnected or discontinued where non-original supplies are used, each at Insight’s sole discretion. HP reserves the right at any time to modify, suspend or discontinue UDA software, or any part, version or feature thereof, in HP’s sole discretion without prior notice.
   1. Access Grant. In order to provide the features of UDA, printer, software registration and user registration data collection will be required. Client hereby grants HP a license to access (through any firewall or security measures), extract and use customer data, as described in 6(ii) below, solely as needed to provide Services through the UDA software.
   2. Data Collection Parameters. In order to provide the features of UDA, HP may gather printer, software registration, and user registration data, as indicated below:
      1. Information about printers, such as model number, product identifiers, network connection information, administration information, firmware version, control panel language, date installed, number of pages printed, media used, ink or toner metrics and identifiers, and printer configuration;
      2. Information about solutions that are installed on printers, such as solution name and version;
      3. Information about printer events, such as errors and warnings;
      4. Information used to register and support the software installation, such as support contact information, and internet connection information;
      5. Information used to register and authenticate users, such as user contact information.
   3. Analytics. In addition to the uses outlined above, Client grants HP the right to use its tools to combine and analyze Device data, in particular, how customers use HP products and services. Such data shall be anonymous or de-identified data wherever possible during the analytics process.
   4. Privacy. No printed content is collected. Any personal data gathered is governed by the HP Privacy Statement located at http://welcome.hp.com/country/w1/en/privacy.html.
7. CLIENT RESPONSIBILITIES.
   1. 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.
   2. HP Software. Client is required to accept the terms of the relevant End User License Agreement (EULA) the first time they log into HP’s Express Decision Portal (EDP) or any other HP-provided software. The EDP URL is only usable after Client has received a portal registration email and signed in for the first time.
8. HOURS OF SERVICE. Support will be provided during normal business hours Monday through Friday, 8:00 a.m. through 5:00 p.m. local time.
   1. HP does not provide Services on or during the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   2. HP does not provide offices support, but does provide technician support, on or during the following holidays: Martin Luther King Day, Presidents’ Day, Friday following Thanksgiving, Christmas Eve, and during HP’s company-wide shutdown between Christmas Day and New Year’s Day.
9. SERVICE LEVEL DESIGNATIONS. Insight offers three (3) response times depending on locations. All service levels include Device cleanings at every service visit, and detailed usage and service reports are available throughout the Term of the Agreement. Insight will not be liable for failure to meet any SLAs or Service obligations to the extent such failure is due to delayed, false, or inaccurate information provided by Client.