Managed Services Agreement

These Equipment Support Terms govern the Equipment Support Services ibml will provide to Customer during the Term of this Agreement and constitute a binding contract between Customer and ibml. ibml’s performance and Customer’s receipt of any Equipment Support Services is at all times subject to the terms and conditions outlined in these Equipment Support Terms, which incorporate by reference all other terms and conditions governing Customer’s use of the Managed Services, as described in the Contract Terms.

1. Maintenance. During the Term of this Agreement, ibml will provide the Equipment Support Services specified in the Profile and described in these Equipment Support Terms.
2. Equipment Services.
   • ibml shall provide Equipment Support Services to keep the Equipment in good operating condition subject to the terms and conditions herein. Equipment Support Services includes applicable scheduled preventive maintenance as determined by ibml, and unscheduled or remedial maintenance consisting of the necessary adjustments and repairs of the Equipment, including the replacement (on an exchange basis) of unserviceable parts or components occasioned by the normal use of the Equipment by Customer. Equipment Support Services provided under these Equipment Support Terms does not assure uninterrupted operation of the Equipment, nor do the maintenance charges include any maintenance services necessitated by Customer’s improper or unauthorized use of the Equipment. As part of the Equipment Support Services, ibml may, at its option, replace Equipment or components thereof with other equipment or components which are substantially similar to the Equipment being replaced or improvements, enhancements, additions or modifications to such Equipment.
   • The Principal Period of Maintenance ("PPM") is defined as the maintenance period for Equipment elected by Customer in the Profile and as described in the Contract Terms. Customer may elect a standard PPM of any eight consecutive hours between the hours of 7:00 a.m. to 6:00 p.m. (Customer’s local time) Monday through Friday, excluding holidays observed by ibml. Hardware technical support services will be provided to Customer by ibml Hardware Technical Support staff via telephone or e-mail. The phone number for ibml hardware technical support is +49-700-IMAGETRAC (+49-700-4624-38722). The e-mail address is eusupport@ibml.com. Customer shall elect the same PPM for all Equipment being maintained by ibml at the same location. If Customer designates a PPM any part of which is outside the hours of 7:00 a.m. to 6:00 p.m. (Customer’s local time), ibml will require Customer to pay, in addition to the Managed Services Fee, a supplemental maintenance charge in accordance with ibml’s then current pricing policy. Customer may change its designated PPM at the beginning of any calendar month by giving ibml at least thirty (30) days prior written notice.
   • Whenever Equipment is regularly used outside of the PPM, Customer may incur, and agrees to pay, additional charges at ibml’s then prevailing rates and according to ibml’s then current policies ("Extended Use Charges"). Extended Use Charges are in addition to the Managed Services Fee.
   • Remedial maintenance shall be performed after notification by Customer to ibml that the Equipment is inoperative or is not operating in accordance with ibml specifications for the particular configuration in question. ibml service personnel (or those of ibml’s authorized agent) shall arrive at the Customer’s installation site in four (4) hours or less, unless otherwise noted in the Profile, and be granted access to the inoperative or improperly functioning Equipment. Any remedial maintenance service started during the PPM and completed within one (1) hour after the PPM will be treated as having been performed within the PPM, and no additional charges will be billed to Customer by ibml or its authorized agent. If Customer requests ibml (or its authorized agent) to remain on site to complete remedial maintenance service started within the PPM but unable to be completed within one (1) hour after the PPM, Customer will be billed for any such additional hours at ibml’s then current rate for after-hours or weekend/holiday service with a minimum charge of two (2) hours.
   • Preventive maintenance (e.g., to inspect, lubricate, clean and adjust the Equipment) shall be performed as specified in the applicable maintenance, installation or operator’s manuals for the Equipment. All preventive maintenance shall be performed by ibml (or its authorized agent) during the hours of 8:00 a.m. to 5:00 p.m. (Customer’s local time) Monday through Friday, excluding holidays observed by ibml. ibml shall specify the frequency and duration of preventive maintenance required for the Equipment.
   • The Managed Services Fee includes the furnishing or installation of consumable supplies (such as feed tires, ink, etc.); provided, however, performance degradations and malfunctions of the Equipment caused by the use of consumable supplies of less than equivalent quality to ibml-approved consumable supplies are not covered by these Equipment Support Terms and will be repaired on a time and materials basis at ibml’s then prevailing hourly service rates. Customer shall be responsible for (i) performing maintenance on consumables provided by ibml in accordance with ibml’s maintenance instructions and guidelines, and (ii) ordering consumable supplies from ibml, as may be required from time to time.
   • Parts necessary to ensure proper functioning of the Equipment will be furnished by ibml at no additional cost over and above the Managed Services Fee. Any parts removed for replacement in the course of remedial or preventive maintenance remain the property of ibml.
   • ibml shall have no obligation under these Equipment Support Terms to (i) make changes to the Equipment, (ii) service options or attachments other than those specified in the applicable Profile, or (iii) provide emergency or other services not specifically provided for in these Equipment Support Terms.
3. Relocation. For an additional charge, ibml may provide assistance, if applicable, in rearrangement and relocation of the Equipment, and the materials appropriate for such relocation (e.g., packing materials). Charges for such assistance will be based on ibml’s then prevailing material prices and hourly service rates for service time, including travel and waiting time. Should relocation be to a site for which ibml does not normally provide service, ibml, at its option and upon mutual agreement with Customer, may continue service hereunder, but shall have the option to apply an appropriate surcharge to the then current Managed Services Fee.
4. Extended Coverage.
   • The Managed Services Fee covers Equipment Support Services during the PPM for Equipment located in the ibml service zone applicable to the installation site of the Equipment. Service zones are based upon the number of miles from the geographic center of a city where ibml (or its authorized agent) has a service location.
   • Subject to availability, Customer may contract for extended hours of Equipment Support Services outside the PPM ("PPM Shift Extension") on Monday through Friday, and shall pay a surcharge as specified in the Profile. In addition, where available, Customer may contract for PPM Shift Extensions to obtain Equipment Support Services on Saturday and/or Sunday, and shall pay a surcharge as specified in the Profile.
   • The following conditions apply to all PPM Shift Extensions requested by Customer:
     • PPM Shift Extensions must be contiguous to the PPM. PPM Shift Extension hours selected on Monday through Friday shall be the same each day, and hours selected for Saturdays and/or Sundays shall be the same hours for all Saturdays and/or Sundays.
     • At least ninety (90) days prior written notice is required from Customer to commence PPM Shift Extensions.
     • Unless otherwise agreed in writing by Customer and ibml, PPM Shift Extensions must be contracted for a minimum period of six (6) months. If Customer terminates a PPM Shift Extension before the six (6)-month period expires, Customer shall be responsible for payment of PPM Shift Extension charges for the balance of the six (6)-month minimum PPM Shift Extension period.
     • All requests for PPM Shift Extensions are subject to acceptance and approval by ibml.
     • If Customer contracts for a PPM Shift Extension for the Term of the Agreement, the cost of such PPM Shift Extension will be in addition to the Managed Services Fee.
   • The Equipment Support Services furnished by ibml outside the PPM or outside contracted PPM Shift Extensions are not included in the Managed Services Fee and shall be subject to ibml’s then current hourly rates for each service call. The hourly charge(s) shall apply to the time spent on-site and the travel time to and from the Equipment location with a minimum charge for services of two (2) hours on weekdays and three (3) hours on weekends or ibml observed holidays.
5. Special Services. In the event Customer orders special maintenance and/or support services for certain Equipment by designating such services in the Profile, the corresponding Additional Terms, as referenced in the Profile, are incorporated herein by reference.
6. Conditions.
   • Customer shall ensure that the environmental conditions under which the Equipment is installed and used shall continue to conform to those set forth in the installation instructions and specifications provided by ibml when the Equipment was initially installed. Customer shall be responsible for ensuring the proper use, management and supervision of the Equipment by properly trained personnel. Customer shall not perform maintenance on the Equipment without ibml’s written authorization.
   • Customer shall provide adequate working space, heat, light, ventilation, storage space for spare parts and tools, and electrical current and outlets conforming to the requirements set forth in the specifications for use provided by ibml. All spare parts and tools stored by ibml at Customer’s site and all parts and components replaced by ibml under these Equipment Support Terms shall remain the property of ibml. Facilities used for storage of such parts, components, tools, etc. shall be within a reasonable distance of the Equipment to be maintained, properly secured, and provided to ibml at no charge.
   • The Managed Services Fee shall not cover the following services: (i) electrical work external to the Equipment; (ii) changes or alterations in specifications; (iii) painting or refurbishing the Equipment or furnishing materials for such purpose; (iv) relocation, moving or reinstallation of the Equipment; (v) installation, de-installation, or maintenance of accessories, attachments, machines, or other devices not furnished by ibml; (vi) repairs made necessary by accident, misuse, fault or negligence of Customer, its employees, agents, contractors or invitees; and (vii) repairs made necessary due to causes external to the Equipment, such as but not limited to, failure, fluctuation or surges in electrical power, failure of air conditioning, or shortage of energy. If such services are ordered and provided by ibml, Customer shall pay for such services in accordance with ibml’s then current rates and terms and conditions for time and materials service.
   • If the Parties mutually agree that ibml will provide remote diagnostic service for the Equipment maintained under this Agreement, Customer shall provide access to the Equipment via remote access technology which is approved by Customer. ibml's access to Customer’s information technology or IT systems shall comply with all Customer IT system access and security policies and procedures communicated by Customer to ibml. Customer shall have the right to restrict ibml’s remote access to the Equipment at any time. Customer’s decision to not permit ibml to gain remote access to Customer’s IT systems for performing remote diagnostic service for the Equipment shall not affect or diminish ibml’s maintenance and support responsibilities under these Equipment Support Terms.
7. Invoice and Payment.
   • Standard Equipment Support Services are included in the Managed Services Fee. Maintenance and support charges, plus applicable surcharges (if any) as specified in the Profile, for any additional Equipment Support Services requested by Customer shall be due and payable in advance.
   • Notwithstanding the foregoing, ibml reserves the right to additionally charge Customer for services which may be required due to: (i) Customer’s non-compliance with any or all laws relating in any way to the use or operation of the Equipment, or (ii) Customer’s alterations, modifications, or attachments to the Equipment. In addition, should any alteration, modification or attachment to the Equipment interfere with the normal and satisfactory operation or maintenance of any component of the Equipment or create a safety hazard, Customer shall, upon written notice from ibml to that effect, and within five (5) business days from its receipt of such notice, remove the alteration, modification, or attachment and restore the Equipment to its original configuration. In no event shall Customer use the Equipment for any other purpose than that for which it was designed. Notwithstanding anything to the contrary contained herein, failure of Customer to agree to the charges imposed by ibml pursuant to items (i) and (ii) above, or failure to comply with ibml’s instructions relative to safety standards for the use of the Equipment may, at ibml’s sole discretion, result in the cancellation by ibml of the Equipment Support Services provided under these Equipment Support Terms. If ibml elects to cancel the Equipment Support Services provided under these Equipment Support Terms in accordance with the preceding sentence, the Managed Services Fee shall be reduced on a pro rata basis as determined by ibml in its sole and reasonable discretion.
   • Supplies and accessories furnished to Customer and not otherwise included in the Managed Services Fee will be billed to and paid for by Customer in accordance with ibml’s then current price schedule. Payment for any such items shall be due net thirty (30) days from the date of the applicable invoice.
8. Replacement Parts Warranty.
   • ibml expressly warrants that replacement parts installed by ibml during the Term shall be free from defects in materials and workmanship.
   • Customer’s sole remedy with respect to replacement parts not in compliance with this warranty during the Term shall be, after Customer’s notification to ibml, that the replacement parts not in compliance with the warranty either be repaired or replaced, as determined by ibml.
   • EXCEPT FOR THE REPLACEMENT PARTS WARRANTY SET FORTH HEREINABOVE, IBML MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE REPLACEMENT PARTS, INCLUDING ANY (i) WARRANTY OF CONFORMITY WITH DESCRIPTION; (ii) WARRANTY OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

[END OF EQUIPMENT SUPPORT TERMS]