Simple Supplies & Service Agreement‌

In this Cost Per Print Agreement, as it may be amended or supplemented from time to time (the “Agreement”), the words “You” and “Your” mean the Customer named above.  “We,” “Us” and “Our” mean TechKnowledgey, Inc., and the companies it uses as Authorized Suppliers. The Agreement represents the final and only agreement between You and Us and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements.  The Agreement can be changed only by a written agreement between You and Us. Other agreements not stated herein (including, without limitation, those contained in any purchase agreement or order between You and any of our suppliers) are not binding on Us.

1.  EQUIPMENT.  Under this same written agreement, You have purchased or leased office equipment listed above from Us, one of our authorized suppliers or a third party leasing company (together with all existing and future accessories, attachments, replacements and additions, the “Equipment”).  You desire to enter into this Agreement for service and supplies for the Equipment.  You promise to pay to Us the “Base Monthly Charge(s)” shown above each month, any excess print charges and all other amounts stated herein.  This Agreement is binding on You as of the date You sign it and cannot be cancelled by You.

2. TERM AND RENEWAL.  The term of this Agreement will begin on the date We accept the signed the Agreement (the “Commencement Date”) and will continue for the term shown above (“Term”).  This Agreement will automatically renew for additional one-year terms unless either party provides the other party with written notice of non-renewal at least 45 days, but not more than 90 days, before the end of the existing term.  Upon Your request, We will provide You with revised pricing for the renewal term within 90 days before the end of the existing term.

3. SUPPLIES AND SERVICE. Under this Agreement, We provide You with all toner, consumables (paper and staples excluded), maintenance kits and parts (“Consumables”) necessary for You to make prints and operate the Equipment and such Consumables will be shipped to you directly from our Authorized Suppliers. You agree to use ONLY those Consumables supplied by Us during the Term of this Agreement. You acknowledge that TechKnowledgey, Inc. will provide service for the Equipment pursuant to Our authorized suppliers standard service agreement for the Equipment. The terms and conditions (including exclusions for accidents, misuse, abuse, unauthorized repair, unauthorized disassembly, etc.) of the applicable equipment service agreement shall apply.  Upon Your request, We will provide You with a copy of any applicable Equipment service agreement.  If You require service on Equipment during the Term, You may request service using the following methods: email helpme@tkiapps.com, or calling (574) 971-4267. You agree that: (a) You must separately purchase all supplies other than Consumables, including, without limitation, paper, at Your own cost; (b) You must separately purchase Equipment service, parts or supplies required by Your negligence, misuse of the Equipment, failure to follow the equipment manufacturer’s suggested use instructions, or breach, any warranty or service agreement provided by the equipment manufacturer; and (c) We are a separate and independent company from our suppliers exampled but not limited to Xerox. Our suppliers, exampled by Xerox, are NOT Our agents.You agree to use the Consumables provided under this Agreement only in the Equipment.  You shall order Consumables only when needed. No “safety stock” of Consumables is permitted under this Agreement.  TechKnowledgey, Inc. reserves the right to provide remanufactured or refurbished cartridges which will work as new. Any use of Consumables in devices other than the Equipment constitutes a violation of this Agreement. Consumables are the property of TechKnowledgey, Inc. and its authorized suppliers until fully consumed by the Equipment.  You shall return to Us all unused Consumables upon expiration or termination of this Agreement. We reserve the right to invoice You for any unused Consumables that are not returned at Our then established retail prices, plus shipping and handling charges. You acknowledge that TechKnowledgey, Inc. reserves the right to audit Consumables orders and hold or deny shipments until the requests are validated.  Shipping of Consumables is included at no additional cost.

4. MANAGEMENT SOFTWARE AND PRINT CHARGES.  Each month, You agree to pay Us, by the due date as set forth on Our invoice to You, all Base Monthly Charges, print charges and all other amounts due under this Agreement (including all applicable taxes). You agree to pay the Base Monthly Charges each month even if You do not make the number of prints, if any, included with the Base Monthly Charge. For purposes of billing, A3 size prints (11”x17”) & Duplex A4 (8½”x11”)=2 prints, while Duplex A3 size prints are counted as 4 prints. You agree (a) to install Our meter reading and Equipment device information software (including any updates, patches, or replacement software) on one or more of Your workstations that are connected to Your network so that meter reads and Equipment device information can be retrieved from the Equipment and transmitted via the Internet to TechKnowledgey, Inc., (b) to the end-user license agreement for such software, (c) to keep the workstations on which the software is installed powered on and connected to the Equipment via Your network at all times, except during network outages and routine network maintenance, and (d) not to disable, disassemble, reverse engineer or otherwise interfere with the operation of the software.  If TechKnowledgey, Inc. fails to receive meter reads or device information on the Equipment, We will give You notice that You are in breach of this Agreement. If You do not provide TechKnowledgey, Inc. with meter readings within five (5) business days of the date of Our request, then (i) We may estimate the number of prints used and invoice You accordingly, (ii) We will charge a handling fee in the amount of $29 per piece of Equipment that We do not receive meter readings for each month until We receive meter readings, and (iii) We will adjust the estimated charge for excess prints upon receipt of actual meter readings. If You do not provide TechKnowledgey, Inc. with meter readings within thirty (30) days of the date of Our request, then We may terminate this Agreement by giving You written notice of such termination. You acknowledge that if You do not provide timely meter readings that TechKnowledgey, Inc. and its Authorized Suppliers will not be able to provide You with Consumables and the Equipment may not function or produce prints. You also acknowledge that the Management Software will send meter reads and other Equipment information automatically to Us from time to time.  If We do not receive a payment in full on or before its due date, You shall pay (i) a fee equal to the greater of 1.5% of the amount that is late or $50.00, plus (ii) interest on the part of the payment that is late in the amount of 1.5% per month from the due date to the date paid.

5. LOCATION AND USE OF EQUIPMENT.   You shall give Us at least 10 days prior written notice before moving the Equipment from the location set forth above to a different location.  The notice must include the mailing address of the new location so that Consumables are sent to the new location. You shall not sell or otherwise transfer any rights in the Equipment unless You first get Our permission. You shall use the Equipment in accordance with all laws, operating manuals and manufacturer service agreements.

6. NO WARRANTIES; LIMITATION OF LIABILITY.  THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT ARE BY OUR AUTHORISED SUPPLIERS AS SET FORTH IN THE APPLICABLE SERVICE AGREEMENTS.  ANY WARRANTY STATEMENT INCLUDED WITH THE EQUIPMENT IS SUPERSEDED BY THE APPLICABLE SERVICE AGREEMENT. WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Our liability to You for any cause whatsoever shall be limited to amounts paid by You to Us under this Agreement.  This limitation shall apply regardless of the form of action, whether contract or tort, including without limitation negligence actions, provided, however, that this limitation shall not apply to damages resulting from personal injury caused by Our negligence.  In no event shall We be liable to You for any special, indirect, incidental, consequential, exemplary or punitive damages in any way arising out of or relating to this Agreement.

7. LOSS AND DAMAGE. You shall bear the risk of loss and damage to the Equipment and shall continue performing all Your obligations to Us even if it becomes damaged or suffers a loss.

8. ASSIGNMENT. YOU SHALL NOT SELL, ASSIGN, OR OTHERWISE TRANSFER (collectively, “TRANSFER”) THIS AGREEMENT, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF US.  Any attempted assignment or delegation without the prior written consent of Us shall be void.  Although our Authorized Suppliers are not a party to this Agreement, our Authorized Suppliers are third party beneficiaries of this Agreement.  You acknowledge that We may, without notice to You, Transfer this Agreement to other Authorized Suppliers.

9. TAXES AND OTHER FEES.  You are responsible for all taxes (including, without limitation, sales, use and personal property taxes, and excluding only taxes based on Our income), levies, assessments, license and registration fees and other governmental charges relating to this Agreement (collectively, “Taxes”).  We may periodically bill You for, and You agree to promptly pay any Taxes. You authorize Us to pay any Taxes when and as they may become due, and You agree to reimburse Us promptly upon demand for the full amount (less any estimated amounts previously paid by You).  

10 DEFAULT.  You will be in default hereunder if You fail to pay any amount within 15 days of the due date as set forth in an invoice from Us to You or if You fail to perform any other obligation under this Agreement.  If You default, We may do any or all of the following, at Our option: (a) terminate this Agreement, (b) require You to pay to Us, on demand, an amount equal to the sum of (i) all amounts then due and past due, (ii) all remaining Base Monthly Charges for the Term plus the average of your past 12 months of usage for the remaining term and (iii) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub-clauses “i” through “iii” referred to below as the “Balance Due”), and/or (c) exercise any other remedy available to Us under law. You also agree to reimburse Us on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attorneys’ fees and other legal costs).  

11. NOTICES.  Notices must be in writing and will be deemed given five (5) days after mailing, or two (2) days after sending by nationally recognized overnight courier, to the other party’s business address, or to such other address designated by either party to the other by written notice given pursuant to this sentence.

12. APPLICABLE LAW; VENUE; JURISDICTION.  Any action related to this Agreement shall be governed by the laws of the state of Indiana without regard to choice of law principles, and any litigation hereunder shall take place in the state or federal courts located in Goshen, IN. Each term hereof shall be interpreted to the maximum extent possible so as to be enforceable under applicable law.  

13. MISCELLANEOUS.  This Agreement may be executed in counterparts, all of which together shall constitute the same document. You agree that a facsimile or other copy containing the signatures of both parties shall be as enforceable as the original executed Agreement. The failure of either party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision hereof. No waiver by either party, either express or implied, or any breach of these terms or conditions shall be construed as a waiver of any other term or condition.  The provisions of this Agreement that by their nature continue in effect shall survive the termination or expiration of this Agreement. You hereby represent to Us that this Agreement is legally binding and enforceable against You in accordance with its terms.

The undersigned acknowledges the undersigned’s awareness and full consent without recourse against Techknowledgey, Inc., that Techknowledgey, Inc., its agents, independent contractors, representatives, and employees must connect into the undersigned’s computer for the quickest response and best service the undersigned is requesting from Techknowledgey, Inc., whether involving a requested proposal or contractual arrangement the undersigned has made with Techknowledgey, Inc.  The undersigned and Techknowledgey, Inc. covenant they will not share information or data on the project between Techknowledgey, Inc. and the undersigned with any third party. The undersigned gives TechKnowledgey Inc. permission to take self help corrections allowed under Indiana law if financial obligations are not met within the terms agreed to. This may include disablement of their system and the collections of fees incurred when collecting the debt. The undersigned accepts and confirms full disclosure of risks for loss or damage to the undersigned for which the undersigned is not holding Techknowledgey, Inc. liable whatsoever because again the undersigned is providing permission to Techknowledgey, Inc. to do what is necessary to meet the requests of the undersigned.

Without approved credit, TechKnowledgey, Inc. requires payment at the time of delivery.  We accept checks, Visa, or MasterCard. With credit, approval terms are NET 15.