This document sets out our terms for the rental of Equipment and supply of Services. "we" and, unless the context otherwise requires, "us" and "our" means The Copier Company Limited (NZBN: 9429036496600) trading as TCC Technology. If we assign, transfer or novate any of our rights and/or obligations under the Agreement, those terms mean the person to whom we have assigned, transferred or novated those rights and/or obligations. "you" means the person or persons named as the "Customer" in the Schedule, and includes your permitted successors and assigns.

These terms and the Schedule are the entire terms between us and you for the hire of the Equipment and supply of Services. If you accept the hire of Equipment and/or the supply of Services from us, you accept that these terms apply (regardless of whether or not you have signed these terms).

In this Agreement, the following words and phrases have the following meanings:

1.1        Agreement means each agreement formed between you and us for the hire of Equipment and supply of Services, which is comprised of these terms (as amended, modified, supplemented or novated from time to time) and applicable Schedule.

1.2        Break Costs means any costs or loss incurred by us or any person who has procured the Equipment or Software arising from any early termination of the Agreement, including any costs or loss arising from the cancellation, termination or alteration of any applicable funding or licence arrangements.

1.3        Business Day means a day in which banks are open for general banking business in Nelson, New Zealand other than a weekend day.

1.4        Business Hours means our usual working hours, being 8:30am - 5:00pm on Business Days.

1.5        Charge means the charges and expenses payable by you under an Agreement for the hire of Equipment and/or provision of Services, including Rental.

1.6        Commencement Date means the commencement date set out in the Schedule.

1.7        Customer Environment" means your information technology, telecommunications, internet and other relevant infrastructure (including software, Wi-Fi and network access) that interfaces with the Equipment or Services

1.8        Deliverables means the Equipment, Services, Software and documentation to be provided to you as stated in a Schedule, and any incidental and ancillary goods and documentation provided by us.

1.9        Equipment means all equipment listed in any present or future Schedule together with all replacements and all Software, accessories and parts supplied at any time, together with any further equipment acquired with, in addition to or in substitution for the Equipment.

1.10     GST means goods and services tax within the meaning of the Goods and Services Tax Act 1985.

1.11     Installation Address the place at which the Equipment is installed as record in the Schedule or at such other place as we approve in writing.

1.12     Insolvent means unable to pay debts when they fall due, in receivership, in liquidation, in provisional liquidation, under statutory management or voluntary administration, wound up, bankruptcy, subject to any arrangement, assignment or composition with creditors or protected from any creditors under any legislation.

1.13     Minimum Term means the minimum term set out in the Schedule.

1.14     Services means the services to be supplied stated in a Schedule, such as a service plan, Software supply and/or support, professional services (including training), account management tools, and any other services stated in a Schedule.

1.15     Service Fees means the charges and expenses payable by you under an Agreement for the provision of Services, including licencing, cost per copy and consumable charges.

1.16     Software means any licensed software stated in a Schedule or otherwise supplied with or in connection with Deliverables.

1.17     Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993.

1.18     Schedule means each order schedule entered into by you and us in relation to the hire of Equipment and/or supply of Services, including any further schedule in the future in relation to additional equipment or services.

1.19     Term means the term of the Agreement as provided in clause 4.

2.1        If we:

(a)         define a term or an expression, another form of that term or expression has an equivalent meaning (for example "includes" and "including"). Also, where we use a singular term, this includes the plural of that term (and vice versa);

(b)         refer to an agreement or a document, the reference includes that agreement or document as amended, varied, restated, substituted or replaced;

(c)          refer to a statute (such as the PPSA) or a provision of a statute, the reference includes that statute or provision as amended, substituted or replaced. It also includes regulations made under the statute;

(d)         refer to any entity, the reference includes the person's executors, administrators, permitted successors and permitted transferees;

(e)         require something "on demand", this means immediately after we give you notice requiring the action specified in that notice;

(f)          refer to "losses", this includes loss of profit, liabilities, damages, taxes, costs and expenses (including legal fees); and

(g)         refer to something being determined, specified, approved, or accepted by us, this means we can act entirely as we see fit when we make the determination, specification, approval or acceptance. This also applies to similar terms, such as something requiring our consent or something being in our opinion. Where our consent or approval is required, this must be in writing.

2.2        The word "includes", the terms "in particular" and "such as" and similar words and terms do not imply any limitation.

3.1        We may, in our absolute discretion, accept or reject any such request to enter into an Agreement. Our discretion will not be affected if you pre-pay any Charges or receive any Deliverables. Our decision to rent Equipment may be conditional on you also purchasing Services from us.

3.2        We may accept a request to enter into an Agreement by signing and returning to you a copy of the Agreement. You may not withdraw your request until after 30 days of making your request. On us signing the Schedule, an Agreement will come into effect between the parties on the terms set out in the Agreement.

3.3        If Deliverables are provided to you before we accept a Schedule, you must comply with the provisions of the Agreement relating to care, payment, insurance and use of the Deliverables as if the Agreement were applicable to those Deliverables.

3.4        You authorise us to complete any blank spaces in the Schedule, including relating to the Commencement Date, Agreement Date, and the serial numbers and other identification of the Equipment or any administrative details. You also authorise us to rectify any details in the Schedule to correct any manifest errors.

4.1        The Agreement starts on the Commencement Date and runs until the earlier of:

(a)         The date you terminate the Agreement having given at least one month s prior written notice to us of intention to terminate; or

(b)         The date we terminate the Agreement in accordance with the terms of the Agreement,

PROVIDED that you may not terminate the Agreement until the expiry of the Minimum Term.

4.2        The Term shall be automatically extended and you will continue to pay the Charges applicable before extension of the Term unless: (a) you deliver to us written notice prior to the expiration of the Term of your intention to return the Equipment at the end of the Term; and (b) you release the Equipment to us in accordance with the Agreement on or before the expiry of the Term. If the Term is extended, then the Term shall be further extended until such time as it ends under clause 4.1.

4.3        You are required to pay the Charges:

(a)         During the Term;

(b)         For the Minimum Term, should the Agreement terminate before the Minimum Term has expired; and

(c)          While you retain possession of the Equipment, even though the Agreement may have terminated.

5.1        You will pay the Charges on or before the agreed dates in such manner as we may from time to time specify (including payment by automatic direct debit bank authority). In the absence of agreement, Charges shall be paid by monthly instalments in advance.

5.2        Your obligation to pay any monies under the Agreement will be released only upon us being satisfied that no payment received from you or on your behalf will be avoided or will have to be repaid by us under any law relating to insolvency.

5.3        You will pay all taxes, levies or charges which may be imposed upon us (other than income tax) as a result of the Agreement (including GST) at such times and in such a manner as we may from time to time demand.

5.4        We may apply any money received from you, or anyone else on your behalf, to any money you owe whether in connection with the Agreement or otherwise, and may disregard any directions you give as to how any monies are to be applied.

6.1        You will:

(a)         Keep the Equipment in your possession and under your control at the Installation Address;

(b)         Use the Equipment in a careful and prudent manner and in such a way as is consistent with operating instructions issued by the supplier or manufacturer, and property operated and serviced;

(c)          Notify us immediately in writing of any loss or damage to the Equipment; and

7.1        You shall not:

(a)         Assign, sub-let, charge or part with possession of the Equipment or any part of it;

(b)         Remove the Equipment or allow it to be removed from the Installation Address;

(c)          Interfere or modify the Equipment in any way or allow such interference or modification;

(d)         Permit the Equipment to be affixed or incorporated into any other property so that they become an accession without our prior written consent or without having the third party acknowledge in writing that our interest in the Equipment takes priority over the third party s interest in the other property.

(e)         Interfere with any identification marks, labels, logos or notice on the Equipment.

7.2        You acknowledge and represent to us that:

(a)         Your entry into, and performance of your obligations under the Agreement, do not and will not, breach any law or any material agreement affecting you;

(b)         Your Customer Environment is in good working order and you are solely responsible for its availability and integrity; and

(c)          You will take all reasonable precautions to safeguard your business and specifically your Customer Environment, the Software and all software and data to minimise potential loss or disruption, including (as applicable) implementing effective audit control, working methods, firewalls, virus checking controls and data security measures including appropriate data and software back-ups.

7.3        You shall comply with all laws, statutes or regulations in relation to the use of the Equipment and Services.

7.4        You shall immediately notify us in writing of any change of your address or intention to change the place where the Equipment is kept.

8.1        You shall keep, service and maintain the Equipment in the same working conditions as at the Commencement Date (fair wear and tear excepted), utilising the Services, and through payment of the Service Fees.

8.2        In return for the Service Fees, we will:

(a)         supply all labour, materials, travel and consumables (excluding paper and staples, which may be supplied at additional cost) as Services to maintain the Equipment in good working order during the Term and while the Equipment remains at the Installation Address; and

(b)         use best endeavours to provide temporary loan equipment, should Equipment be unable to be repaired within 48 hours.

8.3        The Service Fees are subject to annual increase, to account of increased costs of labour, parts or consumables. We may charge freight for the delivery of consumables.

8.4        The following are excluded from the Services, and if provided by us, may be invoiced as additional Charges:

(a)         Services relating to accessories, attachments and other features or equipment not supplied by us;

(b)         Damage caused by fire, flood, accident, abnormal use or abuse, or if the machine has been tampered or interfered with, adjusted or worked on by a third party, be they technical or not, or damage caused to any part of the machine by failure to provide appropriate environmental conditions, corrosive gases, or any matter foreign to a clean office environment such as pumice dust or any form of grit or dirt which may shorten the estimated manufacturers life of components such as image drum, fuser rollers, bearings, rubber rollers, optics, clutches and drives;

(c)          Software demonstrating a fault for which its third party manufacturer has not or does not intend to release a correction;

(d)         Service necessitated by a virus or denial-of-service attack (or similar) in your Customer Environment;

(e)         Preventative maintenance (services supplied by us unrelated to a malfunction of the Equipment);

(f)          Where you repeatedly request on-site Service and we reasonably determines there is no fault; and

(g)         Service required as a result of misuse of the equipment, operator errors or the use of improper, poor quality, or non-specification materials or consumables.

8.5        Outside of the agreed Services, nothing in the Agreement shall impose any responsibility on us to service, maintain, or repair the Equipment.

8.6        If the Equipment is relocated from Installation Address, we may, acting reasonably, vary the Service Fees to account for the change, or terminate the Agreement on written notice to you if the change makes it impractical or uneconomic for us to continue providing the Services.

8.7        Initial supply of the Equipment may include Services related to installation on your Customer Environment and set up of ancillary services, such as scanning, faxing, and device management. Subsequent services of this nature (e.g. if you change your Customer Environment) will be chargeable at our standard rates applicable at the time of service.

8.8        Services will be provided during Business Hours. Services required outside Business Hours will be charged at our then current additional rates.

9.1        Once an Agreement is entered into, we will (at your expense and during Business Hours) deliver and install the Equipment to you at the Installation Address, provided:

(a)         You pay all costs incurred for delivery;

(b)         You comply with any delivery and installation terms we provide to you and do all other necessary things to accept delivery and installation of the Deliverables, including providing us with all requested information about your Customer Environment before delivery and installation; and

(c)          Your locations and Customer Environment meet the specifications for installation.

9.2        All delivery and installation dates are estimates and we will not be liable for any loss you suffer because we did not meet these estimated dates. We are not obliged to provide the Deliverables if prevented from doing so by circumstances beyond our control or the control of any third parties who provide the Deliverables. Should we be unable to deliver the Deliverables at all due to these circumstances (in our reasonable option), then the Agreement or (at our election) the part of the Agreement unable to be performed, will be deemed to have been cancelled by mutual agreement and any moneys paid to us by you shall be refunded except in respect of any costs incurred by us in entering into and our performance to date under the Agreement.

9.3        If your Customer Environment or personnel or both are not ready for us to complete the delivery or installation of the Deliverables or perform the Services, or you have not provided accurate and complete Customer Environment, network or other information requested by us within a reasonable time before the installation or servicing date, we may delay delivery and installation for a reasonable period of time and may charge you an additional Charge (including travel costs) to reflect any additional costs we incur. We will use reasonable efforts to mitigate the consequences of any delay resulting under this clause 9.3.

9.4        Any installation, removal or return of the Equipment shall only be undertaken by us or an approved service agent, unless we otherwise agree in writing.

10.1     You shall permit us and our authorised employees and agents to:

(a)         enter the Installation Address or other address at which the Equipment is located at all reasonable times to inspect the Equipment; and

(b)         access to your Customer Environment (including relevant passwords and/or data) reasonably required to perform our obligations under the Agreement.

11.1     If any Software is included in the Deliverables: (a) you hold the benefit of any licence or user rights in relation to the Software in trust for us; (b) you may enjoy the benefit of the licence or user rights during the Term; (c) we make no representation and give no warranty or guarantee in relation to the Software or as to the terms or existence of any software licence; (d) you cannot refuse to pay Rental or make any other claim should the Software be defective or unsuitable; and (e) you must return the Software to us with the Equipment at the expiration or earlier termination of the Agreement.

12.1     In the event that you fail to observe any terms of the Agreement then we may (but without affecting any of our other rights and powers) spend whatever monies as are necessary to remedy such default. You shall pay such monies upon demand.

13.1     We warrant that:

(a)         the Equipment will comply with the technical or descriptive specifications of functional, operational, performance or other characteristics reasonably required of the Equipment; and

(b)         we will supply the Services with all due care and skill and in a professional manner consistent with generally accepted industry standards and any agreed service levels; and

(c)          our entry into and performance of our obligations under the Agreement will not infringe the rights of any third party or cause you to be in breach of any obligations to a third party.

13.2     Except as expressly provided in the Agreement, to the full extent permitted by law, all implied terms, conditions, guarantees and warranties in your favour are excluded.

13.3     We have no liability in relation to your Customer Environment, except for direct loss caused by physical damage to tangible property (excluding corruption of magnetic media and loss of data) caused by our gross negligence or wilful misconduct.

13.4     Any liability we may have for any failure to comply with any condition or warranty (including any implied into the Agreement by legislation that cannot be excluded) is, to the extent the law permits, limited to (at our option) any one or more of:

(a)         replacing the Equipment or supplying equivalent Equipment;

(b)         repairing the Equipment;

(c)          re-supplying the Services; or

(d)         paying the cost of doing any of the above.

13.5     To the extent the law permits, we are not liable for your:

(a)         lost management or other staff time;

(b)         loss of actual or anticipated profit, revenue, savings, use, production, opportunity, customers, contracts, interest, or goodwill; or

(c)          any consequential, indirect, incidental, or special loss, damage or expense,

even if we have been advised of their possible existence and even if such loss, damage or expense is caused by our negligence.

13.6     To the extent the law permits, we are not liable for loss or damage due to fair wear and tear or your negligent or improper use of the Equipment.

13.7     To the full extent permitted by law, our liability, and your remedies under the Agreement, whether in contract, tort (including negligence), under statute or otherwise is restricted in aggregate to the equivalent of the total Charges payable by you under the Agreement.

13.8     You acknowledge the Equipment and Services have been acquired for business purposes and that nothing in the Consumer Guarantees Act 1993 will apply to the Agreement.

14.1     Should you:

(a)         Fail to pay any Charge on the date it is due;

(b)         Fail to perform or observe any of the terms and conditions of the Agreement;

(c)          Become Insolvent;

(d)         Make a false statement or representation in relation to the making of the Agreement; or

(e)         Any other person having an interest in the Equipment gives demand to us in terms of s162 of the PPSA if none of the circumstances described in s162(a)-(e) of the PPSA exist,

then we may repossess the Equipment, cease providing the Services, and/or immediately and without notice terminate the Agreement.

15.1     Upon termination of the Agreement for any reason, we will stop supplying the Services and you must:

(a)         Pay us all Charges and other monies due to us which may be due and unpaid at the date of termination;

(b)         Stop using the Deliverables;

(c)          Do all things necessary to assist us to remove the Equipment from your locations (it is your responsibility to erase your data from any Equipment before it is uplifted by us);

(d)         Pay all repair costs incurred by us if the Equipment is damaged (other than through our negligence) or not in good working order (fair wear and tear excepted);

(e)         Give to us any materials, spare parts, manuals, service and maintenance records and any other documentation relating to the Equipment; and

(f)          Reimburse us for all costs and expenses incurred by us in relation to the enforcement of any of our rights or powers contained in the Agreement (including legal costs on a solicitor/client basis).

15.2     In addition, other than in respect of any termination under clause 9.2, you shall pay us the total of the following amounts as a genuine pre-estimate of our loss:

(a)         25% of your actual average monthly Service Fees over the preceding 12 months multiplied by the number of months remaining to the end of the Minimum Term;

(b)         Any Break Costs;

Should you fail to pay any money to us on the date upon which it is due then you shall pay interest on such money at the rate of twenty percent (20%) per annum from the date that money was due to the date it is actually paid (calculated on a daily basis).

If you fail to make any payment to us when due, we may debit the amount to any other account you have with us or any Related Company of us, or deduct it from any amount we or any Related Company owe to you.

Where more than one person signs the Agreement, then such persons shall have joint and several liability.

19.1     All notices are to be in writing and hand delivered or sent by post or email to the addresses set out in the Schedule or otherwise to such address last known to us.

19.2     A notice is deemed to be received:

(a)         If personally delivered, when delivered;

(b)         If posted, 4 Business Days after posting;

(c)          If sent by email, when the email leaves the sender s communications system, provided that the sender does not receive any error message relating to the sending of the email; or

(d)         Otherwise as provided at law.

19.3     Despite clause 25.2, any notice received after 5pm, or received on a day that is not a Business Day, is deemed to have been received on the next Business Day.

20.1     The Agreement is personal to you and you may not pass to any other party any of your rights under the Agreement or to the Equipment or Services.

20.2     We may assign either absolutely or by way of security our rights, or our rights and obligations, under the Agreement or under any particular Schedule or our rights to any Equipment on such terms as we consider fit.

21.1     Both parties must each keep confidential all information about each other which is, in its nature, or is advised by the other party in writing to be, confidential and which comes into our respective possession.

21.2     Neither party is permitted to disclose any confidential information about the other without the prior consent of the other unless: (a) that information has become publicly available other than by reason of a party's breach of confidentiality; (b) disclosure is required by law; (c) disclosure is to any other person participating, or potentially participating, in the funding, discounting or assignment of the Equipment or the Agreement or any particular Schedule; or (d) disclosure is required in order to exercise a right or remedy under the Agreement.

22.1     As and when requested by us you will provide us, with: (a) such reports or financial information, or other information in relation to the Equipment or insurances relating to it, as we may reasonably request; and (b) such documentation or other evidence as we may request, promptly, and in any event, within 7 days of a request, to enable us to ensure that you comply with our know your client requirements and satisfy our identification checks under all applicable laws and regulations and under our normal operating procedures.

23.1     You must use reasonable commercial efforts to resolve by negotiation any dispute arising under the Agreement. If, after 20 Business Days, the dispute remains unresolved then either you or we may require the dispute be submitted to the Disputes Tribunal (if within its thresholds) or to an expert in accordance with, and subject to, Resolution Institute (NZ) Expert Determination Rules. Unless we agree upon an Expert, either party may request a nomination from the Chair of Resolution Institute.

24.1     If any provision of the Agreement is or becomes illegal, invalid or unenforceable, such provision shall be severed and the remaining provision shall continue unaffected.

24.2     The Agreement is governed by the laws of New Zealand. We both agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

24.3     Without limiting or affecting any other specific provision of the Agreement, the failure or omission by us to take any step or steps shall not be deemed to be a waiver by us of any provision, right or remedy or a variation of any provision unless we expressly state in writing that our failure or omission is to constitute a waiver of a particular provision, right or remedy and shall not be deemed to be a variation of the Agreement unless specifically agreed in writing by us. No waiver by us of any default, breach or repudiation by you will affect our rights in respect of any further or continuing default, breach or repudiation.

24.4     We may use your name and act on your behalf in exercising any rights or instituting, carrying on or enforcing any legal proceeding which we think may be desirable to protect our rights in the Equipment.

24.5     A payment statement given by us shall be prima facia evidence of the amount of monies due to us under the Agreement.

24.6     The Agreement constitutes the whole agreement between the parties and no representation made by either party, whether express or implied, shall form part of the Agreement. In no case shall we be liable for any statement or representation made or purported to be made to you by us or on our behalf unless it has been included in the Agreement as an express term.

24.7     These terms will apply to any Schedule that you sign unless we require you to sign a different form of terms before entering into any further Schedule.

24.8     Should the Agreement be signed by us before you, by signing it and returning it to us, you represent that you will have made no changes to the Agreement and that you will be bound by the Agreement in the form in which it was presented to you by us. Should you wish to make any changes to the Agreement of any kind, those changes must be specifically agreed to in writing by us, which will only become binding and effective once the variation has been signed by you and by an authorised person on our behalf. Execution of the Agreement by us is on the basis that you have made no changes to any of the terms of the Agreement. You agree that any proposed deletions, additions or variations will need to be expressly accepted in writing by us to have any legal effect.

24.9     Where there is any inconsistency between these terms and any terms in any Schedule, the terms in the Schedule shall prevail.

24.10   We may execute an Agreement in counterparts. Each counterpart is an original and the counterparts together are one and the same document. Exchanging scanned and emailed executed copies or electronic signatures is acceptable and those scanned and emailed signed copies or electronic signatures constitute admissible evidence that the Agreement validly exists.