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Terms & conditions

  1. Interpretation

    1. INTERPRETATION

    1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”).

    Business Hours: means 9am to 5pm on a Business Day

    Consumables: means consumable items which are provided as part of the Services including but not limited to toners, solid inks, drums and replaceable parts which are needed by the Customer to make use of the Equipment but not including paper. 

    Contract: means these Conditions together with the Sales and Maintenance Contract.     

    Customer: the buyer and/or lessee of the Goods and/or Services.

    Equipment: any photocopying machine, printing device, facsimile machine, scanner, franking machine, tools, systems, cabling or facilities, supplied by Document XL and/or its sub-contractors.

    Excess Copy Charge: means any Excess Print Charge and/or Tier 1, Tier 2 and Tier 3 Excess Colour Charge as detailed in the Contract which relate to charges for additional pages used in excess of the committed page volume set out in the Sales and Maintenance Contract..

    Goods: means Consumables, IT Products and Equipment.

    IT Products: any information technology related products including but not limited to licensed software, computers routers and servers.

    Licensed Software Support Charge: means any Licensed Support Software Charge detailed in the Sales and Maintenance Contract.   

    Manufacturer: the manufacturer of the Equipment supplied by Document XL as detailed in the Sales and Maintenance Contract and any welcome pack and user manual. 

    Quarter/Quarterly: means each successive three (3) month period starting from the effective date of the Sales and Maintenance Contract.

    Services: means the supply of Consumables, Technical Support (as detailed in condition 4) and any maintenance and ongoing support services to be provided to the Customer in connection with the Customer’s purchase or lease of the Goods as set in the out in the Sales and Maintenance Contract together with any other services which Document XL provides, or agrees to provide, to the Customer from time to time.

    Service Plan: means the type of Services to be supplied by Document XL to the Customer as detailed in the Sales and Maintenance Contract. 

    VAT: value added tax chargeable under English law for the time being and any similar additional tax.

  2. General

    1. These Conditions will apply to all agreements entered into by Document XL with the Customer for the sale or lease of Goods and the provision of the Services. 

  3. Application Of Conditions

    3. APPLICATION OF CONDITIONS

    3.1 These Conditions shall:

    (a) apply to and be incorporated into the Sales and Maintenance Contract; and

    (b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.

    3.2 Where the terms or conditions of these Conditions conflict with the provisions of the Sales and Maintenance Contract, the terms or conditions of the Sales and Maintenance Contract shall prevail. 

    3.3 The Customer's purchase order, or the Customer's acceptance of a quotation for Goods and/or Services by Document XL, constitutes an offer by the Customer to purchase the Goods and/or Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by Document XL other than:

    (a) by a written acknowledgement issued and executed by Document XL in the form of an order confirmation or the Sales and Maintenance Contract; or

    (b) (if earlier) by Document XL starting to provide the Services; or

    (c) (if earlier) Document XL delivering the Goods to the Customer,

    when a contract for the supply and purchase of the Goods and/or Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the contract between the parties.

    3.4 Quotations are given by Document XL on the basis that no contract shall come into existence except in accordance with condition 3.2. Any quotation is valid for a period of 30 days from its date, provided that Document XL has not previously withdrawn it.

    3.5 The quantity and description of the Goods shall be as set out in the Company's quotation, confirmation of order or the Sales and Maintenance Contract.

  4. Supply Of Services

    1. 4. SUPPLY OF SERVICES
      4.1 Document XL shall provide the Customer with advice and assistance in relation to the use of the Goods by telephone and e-mail during Business Hours, and (if the Customer has entered into a service contract with the manufacturer of the Goods) assist the Customer in liaising with the manufacturer to diagnose and resolve any problems. Please note that, dependent upon the terms of the service contract with the manufacturer, the manufacturer may charge the Customer for the services it provides.
      4.2 Document XL shall use reasonable endeavours to meet any performance dates specified in the Sales and Maintenance Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
      4.3 Where Document XL agrees to provide Services in respect of a machine which it did not supply to the Customer, Document XL shall be entitled to carry out an inspection of the relevant machine to verify that it is in full working order prior to the commencement of the Services. Document XL shall not be obliged to provide Services in respect of any machine which is not, in Document XL’s reasonable opinion, in full working order. Document XL’s time spent in carrying out such inspection and any work which it carries out to bring the machine to the required standard shall be charged to the Customer on a time and materials basis at Document XL’s current standard rates. 
      4.4 Document XL shall use reasonable endeavours to manage and/or provide the Services, and to deliver the Goods to the Customer, in all material respects in accordance with any agreed specification of the Goods and/or Services.
      4.5 Document XL shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Customer's premises and that have been communicated to it, provided that it shall not be liable under the Sales and Maintenance Contract if, as a result of such observation, it is in breach of any of its obligations under the Sales and Maintenance Contract.
      4.6 Document XL shall provide all Consumables as required for the Customer’s use of the Equipment in accordance with the Sales and Maintenance Contract and for no other purpose. 
      4.7 Document XL reserves the right to provide refurbished or refilled Consumables which will work as new.  
      4.8 The Customer is responsible for contacting Document XL to request toner when required and, when doing so, the Customer must provide a meter reading. Document XL shall be under no obligation to supply toner to the Customer unless it has supplied an accurate meter reading or where any sum owed by Customer under the Sales and Maintenance Contract or any other agreement is overdue.
      4.9 Document XL shall deliver the toner to the Customer in accordance with the provisions of clause 12. A charge will be made for delivery in accordance with Document XL’s published price list at the date of delivery (a copy of which is available upon request).
      4.10 Document XL will monitor toner usage against meter readings either collected from the Customer or provided automatically by networked Equipment.  Document XL reserves the right to charge for toner used in excess of average amounts.
      4.11 Document XL shall not be obliged to:
      a) Repair damage resulting from attempts by persons other than Document XL or Document XL’s sub-contractors to repair or service Document XL’s Equipment unless directed by Document XL.
      b) Repair any damage, malfunction or degradation of performance resulting from the Customer’s improper use, incorrect installation or connection to incompatible equipment or memory.
      c) Provide any non Manufacturer application software support or service involving any other manufacturers embedded software.
      d) Perform Customer maintenance and cleaning as described in the user manual.
      e) Repair damage, malfunction or degradation of performance resulting from use of the equipment in an environment not meeting the operating specification set forth in the user manual.
      f) Repair damage, malfunction or degradation of performance following the physical move of a product where such damage has occurred due to non compliance with the transport guidelines prescribed in the user manual.
      g) Repair damage, malfunction or degradation of performance resulting from painting, refinishing, and water damage or refinishing for cosmetic purposes.
      h) Repair or maintain any other equipment linked to the equipment.
      i) Repair any faults caused by non Manufacturer application software.
      4.12 Document XL shall charge £150.00 per hour if requested by the Customer to perform any of the work set out in clause 4.11. 


  5. Service Plan

    5. SERVICE PLAN

    5.1 The Service Plan is a forecast of the Customer’s requirements for Services based on the volume of pages which the Customer anticipates printing and/or copying using the relevant machine each Quarter. 

    5.2 The price the Customer pays for the Services depends on the Service Plan which the Customer selects in the Sales and Maintenance Contract, and is calculated on a ‘cost per page’ basis. 

    5.3 The Service Plan which the Customer selects shall be fixed for the Term. No refunds, rebates, credits or any other discounts shall be given for unused pages within the selected Service Plan. 

    5.4 The Customer may change their selected Service Plan on any anniversary of the Commencement Date falling on or after the end of the Initial Term by giving Document XL not less than twelve (12) months’ written notice and paying an administration charge of sixty pounds (£60.00). 

    5.5 Under this agreement there is an additional annual maintenance support charge of £150.00 + vat for each device. An invoice will be raised automatically on each anniversary of this agreement and will continue until termination by either party.

  6. Customer's Obligations

    6. CUSTOMER'S OBLIGATIONS 

    6.1 The Customer shall:

    (a) co-operate with Document XL in all matters relating to the supply of the Goods and/or Services;

    (b) provide Document XL, its agents, subcontractors, consultants and employees and the Manufacturer including but not limited to any engineer, in a timely manner and at no charge, with access to the Customer's premises, office accommodation, data, computer programs, and other facilities as reasonably required by Document XL to provide the Services including to inspect the Equipment in order to verify or obtain a meter reading for any purpose;

    (c) provide to Document XL, in a timely manner, such documents, information and materials relating to the Services including (without limitation), computer programs, data, reports and specifications as Document XL may require and ensure that it is accurate in all material respects;

    (d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Goods and/or Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing Document XL of all of the Customer's obligations and actions under this condition 6.1(d);

    (e) inform Document XL of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises;

    (f) ensure that all Customer's equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

    (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Equipment and the use of the Customer's equipment in relation to the Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start;

    (h) keep, maintain and clean the Equipment in accordance with the Manufacturer’s instructions as notified in the user manual.  Normal Customer cleaning and maintenance is not covered by the Sales and Maintenance Contract and as such is chargeable as specified in clause 4.12; 

    (i) only use the toner Document XL supply in the designated machine to which the Services relate;

    (j) not use any Customer replaceable parts in the Goods other than those supplied by Document XL;

    (k) ensure that the terms of the Order are complete and accurate;

    (l) shall provide Document XL and/or the manufacturer with a meter reading within 7 days of this being requested. The frequency of meter readings will depend on the billing type as agreed between the parties at the outset.  If no meter reading is received, an estimated invoice will be generated from engineer visits and toner order data together with an additional £25.00 administration charge per machine;

    (m) keep, maintain and do not remove any Charity Wrapper applied to Equipment as agreed by the parties.  

    6.2 The Customer shall not move or relocate the Equipment other than in accordance with Document XL's written instructions or authorisation. If the Customer moves or relocates the Equipment without Document XL’s authorisation and not in accordance with its instructions the Customer shall be liable for all resulting damage to the Equipment and the cost of repairing the Equipment and all damages, costs, charges or losses sustained or incurred by the Customer. Document XL shall provide a written quotation to relocate.

    6.3 If Document XL's performance of its obligations under the Sales and Maintenance Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Document XL shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

    6.4 The Customer shall be liable to pay to Document XL, on demand, all reasonable costs, charges or losses sustained or incurred by Document XL (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Sales and Maintenance Contract, subject to Document XL confirming such costs, charges and losses to the Customer in writing.

    6.5 The Customer shall not, without the prior written consent of Document XL, at any time from the date of the Sales and Maintenance Contract to the expiry of 12 months after the termination of the Contract, solicit or entice away from Document XL or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Document XL in the provision of the Services and/or Goods.

    6.6 The Customer shall keep and maintain all of Document XL’s materials, Equipment, documents and other property (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Document XL, and not dispose of or use the Supplier Materials other than in accordance with Document XL’s written instructions or authorisation.

    6.7 If Document XL’s performance of any of its obligations under the Sales and Maintenance Contract is prevented or delayed by any act or omission by the Customer or any failure by the Customer to perform any relevant obligation (“Customer Default”):

    (a) Document XL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve Document XL from the performance of any of it obligations to the extent that the Customer Default prevents or delays the performance of any of Document XL’s obligations. The provisions of clause 10.14 shall apply in relation to the reinstatement of Services following any such period of suspension;

    (b) Document XL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Document XL’s failure or delay to perform any of its obligations as set out in this clause 6.7; and

    (c) Customer shall reimburse Document XL on written demand for any costs or losses sustained or incurred by it arising directly or indirectly from the Customer Default.

  7. Service Requirements

    1. The Customer shall report any faults with the Equipment to Document XL.  Document XL shall arrange for the faults to be repaired by an engineer (during normal business hours excluding bank and public holidays). 
    2. The Customer shall cooperate with Document XL, its agents, employees, subcontractors, the Manufacturer and any engineer engaged to the extent necessary to permit repairs and maintenance to be performed efficiently and without interruption.  Repairs and maintenance may be conducted by Document XL and/or the Manufacturer by arranging for the engineer to: a) attend the Customer’s premises; and/or b) provide telephone support; and/or c) access your equipment remotely via the Web with the Customer’s consent.
    3. Document XL shall arrange for an engineer to supply maintenance releases for software and firmware that are at the latest and next to latest revision levels.  These will be applied remotely where possible but if an engineer is required to attend your premises to action such updates, Document XL reserves the right to charge £150.00 per hour.
  8. Networked Devices Warranty

    1. Where Equipment is networked to equipment belonging to the Customer, Document XL will invoice a network peripheral warranty charge of fifty (£50) pounds per quarter per device after the initial 12 month warranty period has expired. This will provide an extended warranty for the network peripherals, being printer controller, network card, scanner controller and fax card.  If the Customer does not wish to take this extended warranty then it will be charged on a time and materials basis at Document XL’s standard rates of £150.00 per hour for the failure of network peripherals.
  9. Pricing

    9. PRICING

    9.1 In consideration of the provision of the Goods and/or Services by Document XL, the Customer shall pay the charges as set out in the Sales and Maintenance Contract by Direct Debit. Payments not made by Direct Debit may be subject to administration charge(s) of up to 5% of the transactional value.. 

    9.2 Where the price for Goods is not set out in the Sales and Maintenance Contract the price for the Goods shall be the price set out in Document XL’s price list published on the date of delivery or deemed delivery. In addition, all costs or charges in relation to packaging, loading, unloading, carriage and insurance shall be paid by the Customer when it is due to pay for the Goods.

    9.3 The charges for the Services shall be the Basic Charges (mono and/or colour) per Quarter for the selected Service Plan as set out in the Sales and Maintenance Contact, together with any other charges set out in Sales and Maintenance Contact and any Excess Copy Charges incurred at the rate set out in the Sales and Maintenance Contract. 

    9.4 The price for the Goods and/or Services shall be exclusive of any value added tax and any other applicable duties, levies and/or taxes, which the Customer will pay in addition when the Customer is due to pay for the Goods and/or Services. Document XL shall add VAT to its invoices at the appropriate rate.

    9.5 The cost per page is based on a single sided A4 print, double sided A4 and prints that are larger than A4 are charged as two prints.

    9.6 Any additional pages used in excess of the committed page volume, as set out in the Sales and Maintenance Contract will be charged at the rate of the Excess Print Charge also detailed in the Sale and Maintenance Contract. No credit will be given for unused pages.

    9.7 Document XL reserves the right to increase the Excess Print Charge where the Customer consistently exceeds the minimum Quarterly contracted volumes as set out in the Sales and Maintenance Contract.  Where this is the case, the increase will reflect the Customer’s actual use of the Equipment and Document XL’s extra costs in maintaining the Equipment.

    9.8 Document XL will invoice the Customer a minimum service charge of seventy five pounds (£75.00) per Quarter where the usage of each photocopier and/or printing device yields income less than seventy five pounds (£75) per Quarter.      

    9.9 Document XL reserves the right to charge the Customer for scans at the same rate as the Mono Excess Print Charge detailed in the Sales and Maintenance Contract.  

    9.10 Document XL will monitor the Customer’s toner useage and reserves the right to charge for toner used to produce prints on any photocopier and/or printing device in excess of a yield overall average image coverage of 5% for black and white prints and 20% for colour prints. For colour copier/printers, and black and white and colour printers, the percentage figure may vary but will always be based upon the manufacturer’s consumption figures at their stated percentage coverage.

    9.11 The parties agree that Document XL may review and increase its charges as set out in the Sales and Maintenance Contract provided that such charges cannot be increased before the first anniversary of the date when the Sales and Maintenance Contract comes into effect. Document XL will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, the Customer must notify Document XL in writing within fourteen (14) days of the date of notice and Document XL shall have the right without limiting its other rights or remedies to terminate the Sales and Maintenance Contract by giving thirty (30) days’ written notice to Customer.

    9.12 The parties agree that Document XL may increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Document XL that is due to: (a) any factor beyond its control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification in respect of the Goods; or (c) any delay caused by the customers instructions in respect of the Goods or the customer’s failure to provide Document XL with adequate or accurate information or instructions in respect of the Goods. 

  10. Payment Of Invoices

    10. PAYMENT OF INVOICES

    10.1 In respect of Goods, Document XL will invoice the Customer on or at any time after completion of delivery.

    10.2 In respect of Services, all invoices will be raised in advanced for the period of the Sales and Maintenance Contract and the frequency of the invoices (monthly/Quarterly/bi-annually) will be set out in the Sales and Maintenance Contract.  

    10.3 Charges for Excess Copy Charges as set out in the Sales and Maintenance Contract will be invoiced Quarterly in arrears.

    10.4 In respect of any Services provided on a time and materials basis, invoices will be raised on completion. 

    10.5 Unless otherwise agreed in writing, the Customer will be invoiced prior to installation of the Equipment for the following charges: 

    (a) Mono Basic Charges,

    (b) Colour Basic Charges, 

    (c) Licensed Software Support Charges,

    (d) Managed Print Service Charge,

    relating to the Quarter/month post installation as set out in the Sales and Maintenance Contract.

    10.6 The Customer shall pay each invoice submitted to it by Document XL, in full and in cleared funds, within 7 days of receipt to a bank account nominated in writing by Document XL.  Time for payment shall be of the essence. Unless agreed by Document XL all sums payable shall be calculated and paid in Pounds Sterling (£).

    10.7 Any queries in respect of invoices should be brought to Document XL’s attention within fourteen (14) days of the date of the invoice. Where any dispute arises as to the contents of any invoice the parties shall enter into good faith discussions to resolve such dispute but, for the avoidance of doubt, the Customer shall not be relieved of its obligation to pay the disputed invoice in full and on time.

    10.8 The customer shall make all payments due under the Sales and Maintenance Contract without any deduction whatsoever whether by way of set-off, counterclaim, discount, abatement or otherwise. 

    10.9 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Document XL on the due date, Document XL may:

    (a) charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or

    (b) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Customer shall pay the interest immediately on demand;   and/or 

    (c) suspend all Services and supply of Goods until payment has been made in full and/or

    (d) cancel all or any part of any outstanding order; and/or

    (e) refuse to accept any further orders for Goods or Services; and/or

    (f) suspend any discounts made available to the Customer; and/or

    (g) exercise its rights to recover the Goods pursuant to clause 13.6.

    10.10 All sums payable to Document XL under the Sales and Maintenance Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Sales and Maintenance Contract.

    10.11 Document XL may, without prejudice to any other rights it may have, set off any liability of the Customer to Document XL against any liability of Document XL to the Customer.

    10.12 In addition to Document XL’s rights under this condition 10, where any sum owed by the Customer to Document XL under the Sales and Maintenance Contract is overdue or the Customer exceeds its authorised credit limit with Document XL, Document XL shall also be entitled (but shall not be obliged to) send a letter to the Customer notifying it of this fact and/or to send monthly statements each month until the matter is resolved. Document XL reserves the right (without prejudice to its other rights and remedies) to charge the Customer an administration charge of forty pounds (£40.00) for each letter and/or monthly statement sent under this condition 10.12, which reflects the administration time and expense involved in reviewing the Customer’s account and producing the letter and/or monthly statement. 

    10.13 If a cheque the Customer has made out to Document XL is returned unpaid (or ‘bounces’) then Document XL reserves the right to recharge to the Customer any fees or charges which Document XL’s bank imposes on it as a result. Document XL’s bank currently charges it thirty pounds (£30.00) in such circumstances. 

    10.14 If Document XL exercises it’s right to suspend the provision of the Services, it shall have no obligation to reinstate the Services unless and until the Customer has paid all sums owed to it by the Customer under the Sales and Maintenance Contract and any other agreement. Document XL reserves the right, prior to reinstating the Services and without prejudice to its other rights and remedies:

    (a) to carry out an inspection of the relevant machine to ensure that it is in full working order, and Document XL shall not be obliged to reinstate the Services in respect of a machine which is not, in its reasonable opinion, in full working order. Document XL’s time spent in carrying out such inspection and any work which Document XL carry out to bring the machine to the required standard shall be charged to the Customer on a time and materials basis at its then-current standard rates; and

    (b) to charge the Customer an administration charge of forty pounds (£40.00), to reflect the administration time and expense involved in suspending the Customer’s account. 

    10.15 Where Document XL elects to pursue one of its rights under condition 10.9, Document XL shall not be in breach of these Conditions nor shall it have any liability to the Customer.

  11. Third Party Finance Arrangements

    11. THIRD PARTY FINANCE ARRANGEMENTS

    11.1 Document XL, upon the request of the Customer, may provide the Customer with the details of one or more third party funder(s) who may be able to offer finance in connection with the lease of Equipment. 

    11.2 Any such details are provided by Document XL for the Customer’s convenience only, and the provision of these details does not constitute (and should not be relied upon as) the giving of any advice or the making of any recommendation. The Customer is responsible for deciding, in its sole discretion, whether any particular third party funding arrangement is suitable for its needs and Document XL recommend that you take further advice or seek further guidance from a qualified expert before entering into any such arrangement. Document XL do not purport to provide any financial, investment, tax, legal or any other type of professional advice.   

    11.3 If, due to reasons beyond the control of Document XL, finance is unavailable to the Customer; or the Customer finds the finance terms unacceptable; or the finance arrangement is terminated or cancelled before the end of the term howsoever, Document XL reserves the right to invoice the Customer directly for the Equipment at the price at which they were to be invoiced to the finance provider, together with any finance and maintenance commission which would have been earned by Document XL in connection with the supply of the Equipment.

    11.4 Document XL shall not be liable for any direct, indirect or consequential loss, damage, costs or expenses, whether in contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, which arise under or in connection with any third party funding arrangement the Customer enters into, nor where the Customer is unable to obtain third party funding for any reason. 

    11.5 In circumstances where the Customer has arranged third party funding in respect of the lease of all or any part of the Goods, Document XL may for administrative convenience (in its sole discretion) address the invoices in relation to its supply of its Services to the Customer to the relevant third party funder. For the avoidance of doubt, the supply of Services by Document XL to the Customer remains covered by the Contract and the Contact is not in any way superseded or overridden by any terms of any agreement entered into by the Customer with the third party funder. Termination of any agreement with a third party funder shall not affect the terms and conditions agreed under the Contract between Document XL and Customer. The Customer shall remain primarily liable and responsible for the payment of all sums due under the Contract to Document XL. Any failure by the third party funder to pay any sum due will constitute a breach by the Customer of the Contract.

  12. Delivery And Non-Delivery

    12. DELIVERY AND NON-DELIVERY

    12.1 Unless otherwise agreed in writing by Document XL, delivery of the Goods shall take place at the Customer’s place of business.

    12.2 The Customer shall take delivery of the Goods within 7 days of Document XL giving it notice that the Goods are ready for delivery.

    12.3 If the Customer requests a change to the Goods to be supplied or any dates specified for the supply of Goods, Document XL shall use reasonable efforts to conform to such a request, provided always that Document XL shall be under no obligation to do so and shall be entitled to payment of any additional cost incurred as a result of such change (including without limitation, any storage cost incurred as a result of any delay to the delivery date for the Goods.   

    12.4 Any dates specified by Document XL for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

    12.5 Subject to the other provisions of these Conditions Document XL shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Document XL’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Sales and Maintenance Contract unless such delay exceeds 180 days. 

    12.6 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or Document XL is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

    (a) risk in the Goods shall pass to the Customer (including for loss or damage caused by Document XL’s negligence); 

    (b) the Goods shall be deemed to have been delivered; and 

    (c) Document XL may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

    12.7 Delivery of the Goods shall be completed on the Goods arrival at the delivery location. The Customer shall provide at the place of delivery and at its expense adequate and appropriate equipment and manual labour for loading the Goods.

    12.8 If Document XL supplys some but not all of the Goods, Customer shall not be entitled to object to or reject the Goods or any part of them by reason of the shortfall and Customer shall pay for such goods at the pro rata contract rate.   

    12.9 Document XL may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Sales and Maintenance Contract and/or as otherwise agreed by the parties. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment. 

    12.10 Document XL shall ensure that each delivery of the Goods is accompanied by a delivery note showing the Customer and Document XL reference numbers, the type and quantity of the Goods delivered (including the serial number of the Goods, where applicable), and any other relevant information. The Customer shall sign the delivery note to acknowledge receipt of the Goods, and a signed delivery note shall be conclusive evidence that Document XL have delivered the correct quantity of Goods.

    12.11 Document XL shall not be liable for any non-delivery of Goods (even if caused by Document XL’s negligence) unless the Customer gives written notice to Document XL of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.

    12.12 Any liability of Document XL for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.

  13. Risk / Title

    13. RISK/TITLE

    13.1 The Goods are at the risk of the Customer from the time of delivery and/or deemed delivery. 

    13.2 Subject to the provisions of any finance, rental or lease agreement in place in relation to ownership of the Equipment which take precedent over this condition 13, where ownership of the Goods is to pass to the Customer, ownership shall not pass to the Customer until Document XL has received in full (in cash or cleared funds) all sums due to it in respect of:

    (a) the Goods; and

    (b) all other sums which are or which become due to Document XL from the Customer on any account.

    13.3 If and until ownership of the Goods has passed to the Customer, the Customer shall:

    (a) hold the Goods on a fiduciary basis as Document XL’s bailee;

    (b) store the Goods (at no cost to Document XL’s) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Document XL’s;

    (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

    (d) maintain the Goods in satisfactory condition and keep them insured on Document XL’s behalf for their full price against all risks to the reasonable satisfaction of Document XL. On request the Customer shall produce the policy of insurance to Document XL.

    13.4 The Customer's right to possession of the Goods shall terminate immediately if:

    (a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

    (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Sales and Maintenance Contract or any other contract between Document XL and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

    (c) the Customer encumbers or in any way charges any of the Goods.

    13.5 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Document XL.

    13.6 The Customer grants Document XL, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them. 

    13.7 Where Document XL is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Document XL to the Customer in the order in which they were invoiced to the Customer. 

    13.8 On termination of the Sales and Maintenance Contract, howsoever caused, Document XL's (but not the Customer's) rights contained in this condition 13 shall remain in effect.

  14. Intellectual Property Rights

    14. INTELLECTUAL PROPERTY RIGHTS 

    14.1 All intellectual property rights arising as a result of the performance of the Sales and Maintenance Contract including copyright and all other rights in documents, manuals, data, computer programs and software shall be owned by Document XL and/or its licensors.  The Customer shall do all such acts, execute all such documents and enter into all such agreements with third parties as are reasonably necessary to ensure such rights vest in Document XL and/or its licensors as applicable.

    14.2 Subject to condition 14.3, Document XL licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Equipment and the Services.  If the Sales and Maintenance Contract terminates, this licence shall automatically terminate.

    14.3 The Customer acknowledges that, where Document XL does not own any documents, manuals, data, computer programs and software, the Customer's use of rights in these is conditional on Document XL obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Document XL to license such rights to the Customer.

    14.4 The Customer represents, warrants and undertakes that any resources, information and materials provided by the Customer and their use by Document XL for the purpose of providing the Services will not infringe the copyright, rights of confidentiality or other rights of any third party, and the Customer shall indemnify Document XL against any loss, damages, costs, expenses or other claims arising from any such infringement.

  15. Confidentiality And Document XL's Property

    15. CONFIDENTIALITY AND DOCUMENT XL'S PROPERTY

    15.1 The Customer shall keep in strict confidence any information which is of a confidential nature and has been disclosed to the Customer by Document XL, its employees, agents, consultants or subcontractors and any other confidential information concerning Document XL's business or its products which the Customer may obtain.

    15.2 The Customer may disclose such information:  

    (a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer's obligations under the Contract; and 

    (b) as may be required by law, court order or any governmental or regulatory authority.

    15.3 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 15.

    15.4 The Customer shall not use any such information for any purpose other than to perform its obligations under the Sales and Maintenance Contract. 

  16. Warranty

    16. WARRANTY

    16.1 Document XL hereby warrants that on delivery as far as reasonably possible: 

    (a) all Goods supplied to the Customer shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and be reasonably fit for purpose; 

    (b) the Services will be provided using reasonable care and skill; and 

    (c) any Goods and/or Services will comply in all material respects with their description and any specification agreed for them. 

    16.2 Subject to clause 16.3, if some or all of the Goods do not comply with the warranty set out in clause 16.1 and: 

    (a) The Customer gives Document XL notice in writing, within five (5) Business Days of delivery (if the defect was reasonably apparent at the time of delivery) or within two (2) Business Days of discovering the defect (if the defect was not reasonably apparent at the time of delivery); and 

    (b) Document XL are given a reasonable opportunity of examining such Goods; and 

    (c) The Customer allows Document XL access to the Goods or (if Document XL ask the Customer to do so) return such Goods to Document XL’s place of business at its cost, then Document XL shall, at our option, arrange for the repair or replacement of the defective Goods (or the defective part), or refund the price of the defective Goods in full. 

    16.3 Document XL shall not be liable for the Goods’ failure to comply with the warranty in clause 16.1 if: 

    (a) The Customer makes any further use of such Goods after giving a notice in accordance with clause 16.2; 

    (b) the defect arises because the Customer: 

    (i) failed to follow Document XL’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

    (ii) connected the Goods to incompatible equipment or memory and/or used third party supplies or consumables not suitable for use with the Goods; 

    (iii) used the Goods in an environment not meeting the operating specifications set out in the user manual; or 

    (iv) moved or relocated the Goods without Document XL’s prior written authorisation; 

    (c) the defect arises as a result of Document XL following any design, specification or instructions supplied by the Customer; 

    (d) the Customer alters, repairs or services such Goods without Document XL’s written consent; or 

    (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions. 

    16.4 Except as provided in this clause 16, Document XL shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 16.1. Document XL shall, in particular, be entitled to make an additional charge on a time and materials basis for any services Document XL provide at the Customer’s request which fall within the exclusions set out in clause 16.3 above. For the avoidance of doubt nothing in this condition shall impose any obligation on Document XL to provide services in respect of any of the exclusions referred to in clause 16.3. 

    16.5 Any defective Goods replaced will belong to Document XL, and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the warranty period. In carrying out Document XL’s obligations under this clause 16 Document XL may use new or reconditioned parts. 

    16.6 Please note that, in order to ensure the quality of the Goods, Document XL may complete a pre-delivery test of certain new machines. This test will be limited to a maximum of ten thousand (10,000) pages per machine.

    16.7 Document XL’s sole and exclusive obligation with respect to the warranties given in this condition 16 shall be, at Document XL’s option, to replace the Goods, re-perform the Services or use diligent efforts to provide the Customer with a correction of the defect, or to refund to the Customer the price paid in respect of the applicable Services and /or Goods. 

    16.8 The warranties in this condition 16 shall not apply to any Goods and/or Services which have been modified, repaired or altered, except by the Supplier, or which has not been maintained in accordance with any handling or operating instructions supplied by Document XL and/or the Manufacturer, or which has been subjected to unusual physical or electrical stress, misuse, abuse, negligence or accidents. 

    16.9 Document XL is not the manufacturer of the Goods. Document XL shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to Document XL by the Manufacturer. 

    16.10 Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform the Sales and Maintenance Contract and that those signing the Sales and Maintenance Contract are duly authorised to bind the party for whom they sign.

    16.11 The Customer acknowledges that in entering into the Sales and Maintenance Contract that it has not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Sales and Maintenance Contract or not) relating to the subject matter of the Sales and Maintenance Contract, other than as expressly set out in the Sales and Maintenance Contract. Any technical data, samples, drawings, descriptive matter, or advertising issued by Document XL and any descriptions or illustrations contained in Document XL’s catalogues, leaflets, offers, brochures or other advertising material are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Sales and Maintenance Contract or any other contract between the Customer and Document XL for the sale of the Goods and/or Services.  

    16.12 Each of Document XL’s rights and remedies under the Sales and Maintenance Contract is without prejudice to any of Document XL’s other rights or remedies whether under the Sales and Maintenance Contract or not.

  17. Limitations Of Liability

    1. This condition 17 sets out the entire financial liability of Document XL (including any liability for the acts or omissions of its employees, engineers agents, consultants, and subcontractors) to the Customer in respect of: (a) any breach of the Sales and Maintenance Contract; (b) any use made by the Customer of the Services and/or the Goods or any part of them; and  (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Sales and Maintenance Contract.
    2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Sales and Maintenance Contract.
    3. Nothing in these Conditions limits or excludes the liability of Document XL: (a) for death or personal injury resulting from negligence; or (b) under section 2(3) of the Consumer Protection Act 1987; or (c) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Document XL; or (d) for any matter which it would be illegal for Document XL to exclude or attempt to exclude its liability.
    4. Subject to condition 17.2 and condition 17.3 (a) Document XL shall not be liable for: (i) loss of profits; or (ii) loss of business; or (iii)depletion of goodwill and/or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) loss of corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. And the parties intend that each type of loss under this condition shall be severable in accordance with condition 24.
    5. Document XL's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Sales and Maintenance Contract shall be limited in respect of the supply of Services to the annual cost of the Services provided under this Contract immediately preceding the date of the event giving rise to the liability or in relation to the supply of Goods limited to the cost of the Goods. For the avoidance of doubt there shall be included in the amount set out in this Condition all legal and otherprofessional fees, costs and expenses incurred by the Customer inestablishing and presenting any claimagainst Document XL.
  18. Data Protection

    1. The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Document XL in connection with the supply of Goods and/or Services.
    2. The Customer agrees that Document XL may retain usage rate data for service costing, reliability enhancement and service marking analysis purposes.
    3. Document XL warrants that it is registered for the purposes of the Data Protection Act 1998 and that it will comply with its provisions.
  19. Duration

    1. The Sales and Maintenance Contract shall come into effect upon signature by both parties of the Sales and Maintenance Contract. Unless agreed otherwise in writing by the parties, the Sales and Maintenance Contract shall continue for a period of 5 years (“Initial Term”) and, thereafter the Sales and Maintenance Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”) until the end of the life of the machine, unless the Contract is terminated by: (a) either party notifying the other party of termination, in writing, at least 90 days before the end of the Initial Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the Initial Term or applicable Renewal Period; or (b) otherwise terminated in accordance with clause 20 or any other provision of the Sales and Maintenance Contract and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
    2. Where the Customer fails to give at least 90 days notice before the end of the Initial Term or any relevant Renewal Period, the Contract shall automatically continue onto the subsequent Renewal Period and terminate at the end of that Renewal Period.   
  20. Termination

    20. TERMINATION

    20.1 Without prejudice to any other rights or remedies which the parties may have, the Sales and Maintenance Contract may be terminated:

    (a) Subject to clause 20.2, by the Customer at anytime after the first 12 months of the Sales and Maintenance Contract upon 90 days written notice without cause.

    (b) by Document XL at anytime during the Term of the Contract upon 90 days written notice without cause.

    (c) by Document XL immediately if the Customer fails to pay any amount due under the Sales and Maintenance Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or

    (d) by Document XL immediately if the Customer commits any act which brings or is likely to bring Document XL into disrepute or which damages or its likely to damage Document XL’s interests;

    (e) by Document XL immediately if the Customer undergoes a change of control;

    (f) By Document XL immediately if Document XL acting reasonably have serious doubts as to the Customers solvency.  

    (g) by Document XL immediately if the Customer commits a material breach of any of the terms of the Sales and Maintenance Contract  and (if such a breach is remediable) fails to remedy that breach within 30 days of the Customer being notified in writing of that breach; or

    (h) by Document XL immediately if the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or

    (i) by Document XL immediately if the Customer consistently exceeds the  agreed and/or recommended monthly volumes and fails to remedy that breach within 30 days of the Customer being notified in writing of that breach; or

    (j) by Document XL immediately if the Customer commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or

    (k) by Document XL immediately if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or  

    (l) by Document XL immediately if an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Customer; or

    (m) by Document XL immediately if a floating charge holder over the assets of the Customer has become entitled to appoint, or has appointed, an administrative receiver; or

    (n) by Document XL immediately if a person becomes entitled to appoint a receiver over the assets of the Customer, or a receiver is appointed over the assets of the other party; or

    (o) by Document XL immediately if a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 

    (p) by Document XL immediately if the Customer (being an individual) is the subject of a bankruptcy petition or order; or

    (q) by Document XL immediately if the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

    (r) by Document XL immediately if the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

    20.2 Where the Customer terminates the Sales and Maintenance Contract in accordance with clause 20.1(a) and prior to the end of the agreed Initial Term or prior to the end of any Renewal Period early settlement charges (with a minimum early settlement charge of £250.00 + vat) will apply and Document XL shall provide an early settlement quotation in writing.  This will be calculated as follows:

    The average of all bi-annual/Quarterly/monthly invoices since installation multiplied by the number of months remaining on the Sales and Maintenance Contract minus an early settlement discount of twenty percent (20%).

    20.3 Where Document XL terminates the Contract under conditions 20.1 (c). 20.1(d) and/or 20.1(g) Document XL shall have the right to make the following charges to be calculated as follows:

    The average of all bi-annual/Quarterly/monthly invoices since installation multiplied by the number of months remaining on the Sales and Maintenance Contract minus an early settlement discount of twenty percent (20%).

    20.4  On termination of the Sales and Maintenance Contract for any reason: 

    (a) the Customer shall immediately provide a final meter reading to Document XL. 

    (b) the Customer shall immediately pay to Document XL all of Document XL's outstanding unpaid invoices and interest.

    (c) in respect of Services and/or Goods supplied but for which no invoice has been submitted, including but not limited to any Excess Copy Charges which have accrued as at the date of termination Document XL may submit an invoice, which shall be payable immediately on receipt.

    (d) The Customer shall agree to the collection all of Document XL’s and/or manufacturers Equipment which should be in acceptable working order.  Document XL shall provide a written quotation for the charges associated with collection.  Until such time as such Equipment is collected, the Customer shall be solely responsible for its safe keeping. 

    (e) the Customer shall return any unused Consumables. This includes those Consumables within Document XL’s and/or the Manufacturer’s Equipment.  Any unreturned Consumables will be invoiced to the Customer at their supplied value.

    (f) where a third party finance arrangement is in place (pursuant to clause 11 above), the third party funder may require the Customer  return the Goods to Document XL or require that Document XL collect the Goods from the Customer at the Customer’s cost; 

    (g) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

    20.5 On termination of the Sales and Maintenance Contract (however arising), the following conditions shall survive and continue in full force and effect:

    (a) conditions 6.4 and 6.5;

    (b) condition 10;

    (c) condition 14;

    (d) condition 15;

    (e) condition 17;

    (f) condition 20; and

    (g) condition 30.​

  21. Force Majeure

    1. ​Document XL shall have no liability to the Customer under the Sales and Maintenance Contract if it is prevented from, or delayed in performing, its obligations under the Sales and Maintenance Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Document XL or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  22. Variation

    1. Document XL shall be entitled to make changes to the Services which are necessary to comply with applicable law or safety requirements, or which do not materially affectthenature or quality of the Services, and Document XL will notify the Customer in any such event.
    2. Subject to conditions 9 and 22.1, no variation of the Sales and Maintenance Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
  23. Waiver

    1. A waiver of any right under the Sales and Maintenance Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
    2. Unless specifically provided otherwise, rights arising under the Sales and Maintenance Contract are cumulative and do not exclude rights provided by law.
  24. Severance

    1. If any provision of the Sales and Maintenance Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Sales and Maintenance Contract, and the validity and enforceability of the other provisions of the Sales and Maintenance Contract shall not be affected.
    2. If a provision of the Sales and Maintenance Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  25. Entire Agreement

    1. The Sales and Maintenance Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    2. Each party acknowledges that, in entering into the Sales and Maintenance Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in the Contract.
    3. Nothing in this condition shall limit or exclude any liability for fraud.

  26. Assignment

    1. The Customer shall not, without the prior written consent of Document XL, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Sales and Maintenance Contract.
    2. Document XL may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Sales and Maintenance Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
    3. Each party that has rights under the Sales and Maintenance Contract is acting on its own behalf and not for the benefit of another person.
    4. Where Document XL sub-contracts the whole or any part of the Sales and Maintenance Contract, such sub-contractor shall have the benefit of these Conditions and shall be under no greater liability to the Customer than or in addition to Document XL’s liability under theSales and Maintenance Contract and the Customer agrees that no claim shall be made against a sub-contractor in addition to or in excess of the limitation and/or exclusions of liability as set out in these Conditions.
  27. No Partnership Or Agency

    1. ​Where Document XL sub-contracts the whole or any part of the Sales and Maintenance Contract, such sub-contractor shall have the benefit of these Conditions and shall be under no greater liability to the Customer than or in addition to Document XL’s liability under theSales and Maintenance Contract and the Customer agrees that no claim shall be made against a sub-contractor in addition to or in excess of the limitation and/or exclusions of liability as set out in these Conditions
  28. Rights Or Third Parties

    1. A person who is not a party to the Sales and Maintenance Contract shall not have any rights under or in connection with it.
  29. Notices

    1. Any notice or other communication required to be given under the Sales and Maintenance Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
    3. This condition 29 shall not apply to the service of any proceedings or other documents in any legal action. 
    4. A notice or other communication required to be given under or in connection with the Sales and Maintenance Contract shall not be validly served if sent by e-mail.
  30. Governing Law And Juristication

    1. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
    2. The Sales and Maintenance Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

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