RelaxRate Contract

1. Scope

1.1 The present general terms and conditions govern the contractual relationship between the customer and Konica Minolta Business Solutions Belgium NV, Berkenlaan 8a-b, 1831 Diegem, Belgium, listed in the Crossroad databank for Enterprises (CBE) under the number: 0863.205.176, info@konicaminolta.be (hereafter called “Konica Minolta”), regarding the online rental and maintenance of Konica Minolta Products via the website (“Platform”).

2. Use of the online Platform 

2.1. The customer must register before being able to use the Platform and the products and services offered there. When registering, the company data entered by the customer must be complete and accurate, and must always be updated by the customer.

2.2. After checking the registration data and accepting the customer, Konica Minolta will create a Customer Account.

2.3. Konica Minolta has the right to refuse to create a Customer Account and to block or delete a Customer Account or user account if: 
- the customer is a natural person;
- the customer’s registration data are inaccurate, incomplete or not up to date;
- the customer’s creditworthiness is insufficient;
- the customer grossly or repeatedly fails to fulfil his contractual obligations, despite warnings, 
- a Customer Account is used without permission or unlawfully or improperly.

2.4. The customer can only grant Platform access to authorised persons within the customer’s company and is solely responsible for all activities taking place under his Customer Account.
 
2.5. The customer must secure the access data of his Customer Account (such as passwords and/or other data). He must immediately inform Konica Minolta of any unauthorised use of his access data or account. 

2.6. The customer is prohibited from processing any data on the Platform that (i) is unlawful, provocative, libellous, wrongful, threatening or harmful in any manner whatsoever or reprehensible in any other manner, (ii) he is not entitled to process under any law or contractual relationships, (iii) infringes upon the rights of a third party, including but not limited to Intellectual Property Rights and business secrets, (iv) contains viruses or other harmful components.

3. Ordering and accepting trough the Platform

3.1. The Platform offers the customer the possibility to conclude a rental and maintenance contract for multifunctional copiers, printers and/or software (hereafter called the “Products” or “Product”) with Konica Minolta.

3.2. Depending on the technical specifications of a Product, the corresponding options, the printing volume and prices published on the Platform, the customer chooses which Products best meet the customer’s requirements and expectations. Konica Minolta is not responsible for the choices the customer makes on the Platform. On his own risk, the customer must check the compatibility between the Products and his own internal IT systems. 

3.3. By completing the ordering process on the Platform, the customer makes a binding offer to Konica Minolta to conclude a rental and maintenance contract with Konica Minolta for the selected Products. Only after Konica Minolta’s acceptance, a reciprocal online rental and maintenance contract enters into force between the customer and Konica Minolta. 

3.4. A mere confirmation of receipt of the offer does not imply acceptance of the offer by Konica Minolta. Acceptance is only valid with an e-mail of Konica Minolta in which she expressly confirms acceptance of the offer.

3.5. Konica Minolta has discretionary authority to accept the customer’s offer or not. The situations in article 2.3 give cause for Konica Minolta’s refusal of the offer.

3.6. The present general terms and conditions must be accepted by the customer when making an offer. 

4. Fees

4.1. The customer has through the Platform following two (2) options to pay for the rental and maintenance of the Products:

4.1.1 The payment of a monthly fixed fee regardless of the number of prints made.

4.1.2 The payment of a monthly fee with at the end of each quarter a settlement invoice of the additional prints made above the chosen included volume of prints based on the agreed price per additional print. If less prints than the chosen volume of prints are made, there will be no settlement invoice.

4.2. The monthly fee is payable in advance. 

4.3. The costs for delivery and installation of the Products, as well as the costs to take back the Products at the end of the contract are not included in the monthly fee and will be invoiced additionally by Konica Minolta to the customer. Installations of additional applications in the customer’s network, relocations, removals (including lifting and hoisting works), additions, reinstallations and deletion of personal data on the hard drive of the Product, are not included in the monthly fee and will be invoiced additionally by Konica Minolta to the customer.

4.4. The monthly fee does not include paper, staples, glue, VAT or copyright fees such as Reprobel, Auvibel, etc. 

4.5. Konica Minolta is entitled to increase the monthly fee every yeary, at the earliest one year after the date on which this contract entered into force. This indexation will be announced in writing prior to its application and will be based on following formula:
P = Po X (0.2 + (0.5 x S/So) + (0.2 x partial index 4 CPI/CPIo)+(0,1x partial index 7 CPI/CPIo)).
P= the new monthly fee 
Po= the monthly fee applicable at the moment this contract entered into force 
S= index reference wage cost Agoria Belgium for Joint Committee 200 of the month January of the year in which the indexation will enter into force. 
So = index reference wage cost Agoria for Joint Committee 200 of the month January in the year in which this contract entered into force.
Partial index 4 CPI = consumer price index "Housing, water, electricity, gas and other fuels" of the month September in the year in which the indexation will be announced 
Partial index 4 CPIo = consumer price index "Housing, water, electricity, gas and other fuels of the month September of the year in which this contract entered into force.
Partial Index 7CPI= consumer price index "Transport" of the month September in the year in which the indexation will be announced 
Partial index 7 CPIo = consumer price index "Transport" of the month September of the year in which this contract entered into force.

4.6. The monthly fee remain owed, even if the customer does not use the Products and/or maintenance.

5. Invoicing

5.1. The amounts to be paid by the customer will be paid within 30 calendar days after the invoice date, without any right for customer to set-off or compensate. 

5.2. At the customer’s choice, the monthly payments will be made by credit card or by SEPA direct debit. With SEPA direct debit, the customer authorises Konica Minolta to send the customer’s financial institution a monthly order to debit the monthly amount owed under this contract from the customer’s bank account. 

5.3. To every invoice amount that has not been paid to Konica Minolta on the expiry date, without any notice of default being required, a flat-rate damage compensation will legally be added, equal to 10% and with a minimum of € 50.  Moreover, the customer legally owes, without any notice of default being required, late payment interest on every unpaid amount, equal to 12% per year, to be calculated from the expiry date until the date of complete payment thereof. 

5.4. Complaints relating to invoices must be submitted by registered letter within 14 days after the invoice date.

5.5. The customer accepts that the invoices can be sent by electronic mail to the e-mail address that the customer provided for this purpose. 

6. Transfer

6.1. Without Konica Minolta’s prior written consent, the customer will not be able to transfer the rights and/or obligations under this contract to a third party, wholly or partly. 

6.2. Konica Minolta has the right to transfer the rights and/or obligations under this contract, including ownership of the Products, to a third party (e.g. leasing company), which will legally be able to invoke all the rights, claims and defences that result from this contract for Konica Minolta.

6.3. The customer confirms that, after being informed of the transfer of this contract, (i) everything determined in this contract for the benefit of Konica Minolta is considered to apply automatically to the third party, and (ii) he will make all payments to the third party, after being informed of the transfer, without set-off, deduction or compensation

6.4. The notification referred to in article 6.3 will be done by means of an express letter from the third party and/or Konica Minolta, or through the invoicing of the first monthly fee by the third party.

7. Delivery

7.1. The delivery periods stated on the Platform are purely indicative. Any delay can never give rise to the payment of a compensation fee by Konica Minolta.

7.2. The customer accepts that Konica Minolta can have the Products delivered by a subcontractor. 

7.3. The customer must report any non-compliance and/or incompleteness of the Products to Konica Minolta within 5 working days after the delivery.

8. Liability

8.1. The obligations of Konica Minolta are “best efforts” obligations, which Konica Minolta will fulfil to the best of its abilities and within its technical capabilities.

8.2. Konica Minolta is liable and will compensate the customer for all proven damage, excluding indirect damage and consequential loss (such as loss of profits, loss of paper, etc.) that the customer suffers as a result of breach of this contract attributable to Konica Minolta. 

8.3. Except in case of wilfull breach or serious breach of this contract by Konica Minolta, Konica Minolta’s liability in the fulfilment of this contract shall be limited to an amount equal to the monthly fee paid over a maximum period of 12 months prior to the event giving rise to such breach.

8.4. Any unforseeable matter outside the control of Konica Minolta (including non-delivery by a supplier of Konica Minolta, shutdown of Konica Minolta’s network, etc.) shall be considered as a non-attributable breach that releases Konica Minolta from any liability. Konica Minolta will inform the customer as soon as possible of such circumstances.
 
8.5. The customer is solely responsible for the storage and back-ups of any data directly or indirectly related to the Products. 

8.6. Konica Minolta’s responsibility is restricted to the Products and their maintenance. Konica Minolta has no responsibility regarding customer’s products, for example: customer’s network and other assets (customer’s software, customer’s computers, etc.) for which only the latter is liable (e.g. allocation of IP address). 

9. Property rights

9.1 The Products remain the exclusive property of Konica Minolta or the third party described in article 6. 

9.2. The customer will not (partly) sublet the Products, will not (partly) dispose of them, will not establish any security on them or burden them in any other way. 

10. Risk and insurance 

10.1. From the moment of delivery of the Product to the customer, the latter shall bear all risks of damage and of whole or partial loss thereof, and this until the moment the Product is back in Konica Minolta’s possession. 

10.2. If the customer, due to any cause whatsoever, is definitively or temporarily prevented from using part or all of the Products (including damage and/or (partial) loss or perishing of a Product), he is obliged to pay the monthly fee for the entire contract period, except in case of a serious breach by Konica Minolta.

10.3 The customer is obliged to insure the Products at its own risk and expense with a recognised Belgian insurance company for theft, loss, damage and civil liability. At Konica Minolta’s request, the customer must present proof that the aforesaid insurance(s) has (have) been taken out. In the absence of proof, Konica Minolta may demand an insurance for the Products with a third party, at the customer’s expense.

10.4. Konica Minolta will take care of repairs or (partial) replacement at the customer’s expense in case of damage or partial or complete loss/perishing of the Products. The invoice for this repair and/or (partial) replacement will have to be paid directly by the customer to Konica Minolta, without the customer having any right to invoke arrangements with its insurance company in order not to pay or to pay later. 

10.5. All payments that the insurance company is obliged to pay by virtue of the policy, in connection with the Product, must be paid out directly to Konica Minolta on the condition that Konica Minolta has not yet been compensated in full for the damaged relating to this claim pursuant to article 10.4. 

11. User obligations

11.1. The customer undertakes to:
 a) not make any changes to the Products and not to move the Products without Konica Minolta’s prior written consent, b) always use the Products promptly in accordance with the manual and technical specifications of the Products and in accordance with the recommendations of Konica Minolta’s technicians, c) solely use Konica Minolta’s consumables and spare parts in the Products, d) ensure that there are suitable electrical cables and technical facilities, e) provide the necessary facilities for connections to the network, f) inform Konica Minolta of any technical information that is useful for installing the Products and any accompanying software on the customer’s system and network. 

11.2. Moving the Products to a location outside Belgium is prohibited.

11.3. Moreover, the customer is subject to the following obligations with regard to the use of the Platform: 

a) the access data for the Platform’s use must be securely stored by the customer and protected against access by unauthorised third parties;
b) the customer must immediately inform Konica Minolta of any unauthorised use of the access data. This also applies to any other risks of abuse which the customer becomes aware of and to any threat to the security and integrity of the data on the Platform;
c) the customer is not allowed to place at the disposal of a third party any Products or services that are offered on the platform;
d) data must be checked for viruses or other harmful components by the customer, before being entered in or sent to the Platform. To do so, the customer must implement the most recent antivirus software;
e) the transfer, processing, storage or distribution via the Platform of any content that is unlawful or immoral, sexually explicit or offensive, or that glorifies violence, is prohibited.

11.4. The customer shall protect Konica Minolta against any claims that third parties could file against Konica Minolta for infringement upon these third parties’ intellectual property rights on the platform, caused by the customer’s actions (or by a third party with the customer’s consent). The customer is obliged to immediately inform Konica Minolta when becoming aware of the immediate danger of such infringement.

12. Duration of the contract and early termination 

12.1. The contract enters into force on the first day of the month following the Products’ delivery and installation.

12.2. Konica Minolta has the right to invoice the monthly fee proportionally, for the days between the installation of the Products and the first day of the month in which the contract begins. 

12.3. Save in case of early termination, the contract will end upon expiry of the lease and maintenance period selected by the customer on the platform (“Agreed Period”) and accepted by Konica Minolta.

12.4. If the installation of the Products is postponed or delayed as the result of circumstances solely due to the customer, the invoicing will start on the day that the installation would have been completed without these circumstances.

12.5. A customer who refuses to take receipt of the Products following notice of default from Konica Minolta is committing a serious breach of contract that will give rise to the dissolution of this contract with the corresponding compensation for damage to be paid by the customer calculated according to article 12.6 of this contract and notwithstanding Konica Minolta’s right to demand compensation for storage costs and other related costs.

12.6. The customer has the right to terminate this contract without cause and before expiry of the Agreed Period against the paiement of a compensation fee by means of a registered letter or e-mail to info@konicaminolta.be. The amount of the compensation fee is equal to 100% of the monthly fees stipulated in this contract until the ending date of this contract, minus what the customer has already paid during the implementation of this contract. 

12.7. Konica Minolta and the customer always have the right to suspend the fulfilment of their obligations (including maintenance services), either wholly or partly, or to terminate the contract with immediate effect and without any judicial intervention, if the other Party grossly fails to fulfil the contract and the breach is not remedied within 10 working days after a written notice was sent. 

12.8. Konica Minolta and the customer always have the right to terminate this contract, either wholly or partly, with immediate effect and without judicial intervention and without being obliged to pay a compensation in the event that (i) the other party files for judicial reorganisation, (ii) the other party files for bankruptcy or is declared bankrupt, (iii) the other party ceases its corporate activities or a substantial part thereof, (iv) the other party is insolvent.

12.9. Konica Minolta has the right to claim compensation from the customer, calculated according to article 12.6 of this contract, if Konica Minolta must terminate the contract pursuant to article 12.7 or 12.8 of this contract.

12.10. If the customer has opted for the payment of a monthly fixed fee without periodic settlement afterwards (see Article 4.1.1), is Konica Minolta each year, and at the earliest one year after this contract entered into force, entitled to terminate this contract if it determines that the maximum number of prints (calculated on an annual basis for that Product) is exceeded by customer in the last year. In this case, the parties may mutually agree on a new contract more suited to the customer's use and needs.

13. Payment by third parties

13.1. Any customer who indicates that invoices within the scope of this contract must be sent to a third party, does not release itself from payment obligations under this contract and remains responsible, in addition to this third party, for payment. 

14. Copyright disclaimer 

14.1. Any intellectual property rights and/or goodwill that would result from the use of the Products (including software) by the customer shall legally be/become the property of Konica Minolta. The customer undertakes to transfer these rights to Konica Minolta without costs or payment.  

14.2. Any intellectual property rights to the Platform and its content will solely belong to Konica Minolta Business Solutions Inc, Japan.

15. Returning of the Products and toners

15.1. The customer is obliged to immediately return the Products to Konica Minolta at the end of this contract, in their original state, except for normal wear and tear as a result of the lease. 

15.2. The customer is obliged to return the empty toners, drum and developers to Konica Minolta after use. Upon payment of an additional fee, Konica Minolta can supply special boxes for their recycling and return (clean planet program).

15.3. If the leased Products, empty toners, drum and developers are not voluntarily returned, Konica Minolta will collect these goods itself at the customer’s expense. 
15.4. The monthly fees shall remain owed until the Products are fully back in Konica Minolta’s possession.

16. Data protection

To the extent that the provision of the services under this contract and/or platform involves the processing of personal data by Konica Minolta on behalf of the customer, Konica Minolta shall act as a processor and the customer shall agree with the data processing agreement published on Data Processing Agreement.pdf.
If the customer processes personal data while using the platform, then the customer shall be responsible for ensuring that it is entitled to do so in accordance with the applicable data protection regulations and shall indemnify Konica Minolta against any third party claims in the event of a breach.


17. Maintenance

17.1. Upon payment of the agreed monthly fee, Konica Minolta provides following maintenance services for the Products, to the best of its abilities and as soon as possible following a request: 

a) the delivery of toners and spare parts (imaging unit, waste toner box, starters kit, fusing unit, maintenance kit and/or filters of the Product), at its sole discretion and insofar as this is technically necessary for the proper functioning of the Product. Konica Minolta is not obliged to supply a stock of toners but will only supply toners if the existing toner in the Product is running low.
b) the remedy of defects of the Product insofar as they are not attributable to incorrect, excessive or abnormal use of the Product by the customer. 

17.2. All maintenance services will be carried out by Konica Minolta during normal working hours, unless expressly agreed otherwise. The normal working hours of Konica Minolta are currently from 08:30 am until 5:00 pm, excluding weekends and holidays.

17.3. The activities below are not included in the maintenance servies carried out by Konica Minolta, but can be carried out additionally against payment of an additional fee at the applicable hourly rate:
- All work required as a result of incorrect, excessive or abnormal use of the Product by the customer, including the use of the Product in breach of the user obligations described in article 11 of this contract, among other things.
- The work resulting from customer’s changes to its IT system or network, such as replacing the server, updating the system software, changing its internet provider, deviating from the minimum technical requirements, connecting to unrecognised or non-approved peripheral devices, etc. 
- All maintenance services performed outside the normal working hours stipulated in article17.2.

17.4 The delivery of the Products involves a free basic training. Additional training is possible at the customer’s request, against payment by the latter of the rates applicable at that time.

17.5. If Konica Minolta has to endure waiting times due to the customer’s actions, the extra costs associated with this will be charged to the customer.

18. Software

18.1. If the customer selected the option software on the Platform, then Konica Minolta grants a non-exclusive and non-transferable licence to use the software. In this contract “use” implies saving, loading, installing, opening, running or viewing the software.  

18.2. Konica Minolta and/or Konica Minolta licensors retain all titles, ownership rights and intellectual property rights to and concerning this software. 

18.3. The customer will only use the software for his own business purposes. In all circumstances, the customer is prohibited from making this software available, selling it, hiring it or leasing it to third parties, and from concluding a sub-licensing contract for it with third parties. The customer shall refrain from all activities consisting of changing, translating or converting the software into another programming language, or subjecting it to alterations, dismantling, decompiling or reverse engineering, or permitting third parties to carry out any of these activities on the software. 

18.4. The customer agrees to use the software in accordance with the licences and/or conditions of use shown on the display of the hardware Product during installation of the software (the so-called “EULA”).

18.5. Konica Minolta delivers the software “as such” and gives no warranty regarding the fitness of software for any particular use.

19. Software maintenance

19.1. If the customer selected the option software on the Platform, then the monthly amount also includes software maintenance for the duration of this contract.

19.2. Software maintenance in the sense of this article means that Konica Minolta will provide software updates to the customer and that Konica Minolta will fix software malfunctions insofar as those malfunctions are attributable to Konica Minolta or its licensor.

19.3. The provision of upgrades is not included in the monthly fee as well as any action that Konica Minolta must perform to install updates or upgrades or to fix software malfunctions that are attributable to the customer. These services will be invoiced additionally to customer.

19.4. Konica Minolta is never responsible for the consequences of a customer's refusal to install updates or upgrades and, in general, for non-compliance with any technical advice provided by Konica Minolta. 

20. Final provisions

20.1 This contract is governed by Belgian law.

20.2. Any disputes related to or connected with this contract will be exclusively handled by the courts of Brussels or Antwerp, at applicant party’s discretion. 

20.3. Considering that the customer always acts for business purposes when using the Platform, the customer expressly accepts the non-applicability of articles XII.6§1, 8° XII.7 § 1, XII.8 and XII.9 of the Code of Economic Law.

20.4. If a provision of this contract would be declared invalid, the remaining provisions of this contract will be unaffected. Such invalid provision will be replaced with another provision that corresponds with the intention of the provision and this contract.

20.5. A change or addition to this contract is only valid if accepted online or in writing by all Parties concerned.