KODAK CANADA, INC - Graphic Communications

Kodak Alaris Operations Canada Inc.
End User Standard Maintenance Service Terms and Conditions
Kodak Alaris Operations Canada Inc. (“Kodak Alaris”) and You, the Customer (“Customer”) enter into these Standard Maintenance Service Terms and Conditions (the “Agreement”) and
agree that the following terms and conditions will apply to the provision of services by Kodak Alaris for the products defined below located in Canada and within 325 KMs of a Kodak Alaris
service city.
Generally, the mainframe and all components of a Product (as defined herein) that are mechanically, electronically, or remotely interconnected must be inspected, tested and adjusted as
one operating unit to diagnose and correct malfunctions effectively. Therefore, if a Product is covered under an Agreement, all interconnected components of that Product must also be
covered by warranty or the same level of service that is provided under this Agreement.
The initial term of the Agreement between Customer and Kodak Alaris shall be for one year. Thereafter, the Agreement shall automatically renew at Kodak Alaris’ then effective policies,
support plans and current price schedule for successive twelve (12) month periods. The terms and conditions set forth below plus the description of services and charges contained in the
Kodak Alaris invoice and the provisions of the Agreement shall govern the relationship between the parties. Any additional or inconsistent terms and conditions included in the Customer’s
purchase orders shall be deemed null and void and of no effect.
Products. Products covered by this Agreement are commercial office equipment
manufactured by Kodak Alaris (“Kodak Alaris Products”) or by Other Manufacturers
(“OEM Products” and together with the Kodak Alaris Products, the “Products”), non-make
or model specific, used by customers in an office environment.
Customer Responsibilities. Customer will designate an authorized representative
for the purpose of interacting with Kodak Alaris’ service personnel. The Customer
representative and the Customer must:
provide initial problem-solving assistance to site users;
coordinate all requests for assistance and act as liaison with Kodak Alaris service
perform appropriate problem analysis and corrective actions by following
troubleshooting instructions and remedial actions as prescribed by Kodak Alaris;
maintain system and Product documentation and install software updates,
maintenance upgrades and patches supplied by manufacturers;
perform preventative maintenance and error recovery procedures as defined in the
individual Products’ users manual;
supply consumable items (such as glass, lamps, feed rollers, Image Maintenance
Kits, discs, paper, ribbons, print heads, print drum, developer or other components that
are replaced due to normal wear and/or as specified in the relevant manufacturer's
provide service personnel with immediate access to the Products when service is
when necessary, supply and maintain a modem and communication software
approved by Kodak Alaris which satisfies the respective manufacturer's Product
keep the site environmental ranges within the specifications set forth by the
manufacturer of the relevant Product ;
provide continuous and appropriate resource availability during problem
handle, store, transfer and dispose of chemical solutions according to local
environmental regulations.
have a telephone available in the work area
Note: Failure to meet these obligations may result, at Kodak Alaris’ sole option, in the
imposition of additional charges at prevailing Per-Call rates or immediate termination of
this Agreement upon notice to Customer.
2.1 Customer Software. Prior to service commencing on computers with hard drives,
Customer is responsible for creating a back-up copy of the file from the hard drive. Kodak
Alaris is only responsible for formatting (if required) and transferring those files deemed
necessary for formatting as more precisely outlined in the Kodak Alaris formatting
procedures for specific Products. Customer is responsible for restoring data. Kodak Alaris
shall not be held liable for any damages arising from or relating to the loss of data, any
software or any other information contained on a computer or similar device, or
contained in or stored on a Product.
2.2 Product Condition. Customer warrants that the Product covered by this Agreement
(a) is in proper operating condition, (b) is without any unauthorized modifications, (c) has
all safety features in working condition, and (d) has been maintained in accordance with
manufacturer’s Product performance specifications. Kodak Alaris reserves the right to
inspect the Product and site installation to confirm that Products meet those conditions.
At Kodak Alaris’ discretion, the inspection and any repairs necessary to bring the Product
up to those conditions shall be treated as Per-Call Service. If at any time Customer fails
to maintain the Product in proper operating condition as described above, Kodak Alaris
may cancel this Agreement immediately upon written notice to Customer.
How to Obtain Service. In order to obtain service, Customer must call Kodak Alaris’
Customer Support Center and provide the Product's K-number or serial number, which
number shall be located on the respective Product(s).
CANADA (except Toronto and the Province of Quebec): 1-800-268-1567
(416) 766-8400
Types of Service.
4.1 Telephone Support. Kodak Alaris will provide toll-free telephone support between
8:30 a.m. and 5:00 p.m., Monday through Friday, Customer local time.
4.2 On-Site Service. Kodak Alaris will provide on-site service between 8:30 a.m. and
5:00 p.m., Monday through Friday, Customer local time. On-Site Service includes
adjustments and/or replacement of parts required to maintain the Product operating
consistently within individual manufacturer's published specifications.
4.3 Periodic Maintenance. Periodic Maintenance (“PM”) services will consist of
routine maintenance services required to keep the Products in proper operating
condition. Additional scheduled PMs may be purchased to supplement coverage.
4.4 Extended Hours. Depending on local service capabilities, available extended hour
plans include 5-, 6-, and 7-day, 8-, 16-, and 24-hour options at additional cost. Kodak
Alaris will use commercially reasonable efforts to provide for service outside of
Agreement Hours as shown below. Any such service performed will be billed at prevailing
Kodak Alaris Per-Call Overtime rates.
4.5 Holidays. Service will not be provided on locally observed holidays. Service is
available on a best efforts basis at prevailing Per-Call Holiday rates.
4.6 Response Time: Kodak Alaris’ objective is to provide service during Kodak Alaris’
normal working hours, within the following time frames:
Kodak Product with the exception of Analog
Distance from Kodak Alaris
Normal Working Hours*
Service City
Zone 1 (0 to 80 Kms)
4 Hours
Zone 2 (81 to 160 Kms)
6 Hours
Zone 3 (161-325 Kms)
12 Hours
OEM Product and Kodak Analog products
Distance from Kodak Alaris
Normal Working Hours*
Service City
Off Hours
6 Hours
8 Hours
Next day**
Off Hours
Zone 1 (0 to 80 Kms)
Zone 2 (81 to 160 Kms)
Zone 3 (161-325 Kms)
8 Hours
8 Hours
16 Hours
16 Hours
24 Hours
48 Hours*
OEM Product Priority
Distance from Kodak Alaris Service City
Within Agreement Hours
Zone 1 (0 to 80 Kms)
Zone 2 (81 to 160 Kms)
Zone 3 (161-325 Kms)
4 Hours
* usually Monday – Friday between 8:30 a.m. and 5:00 p.m.
** subject to availability of transportation
Kodak Alaris will use its best commercial efforts to meet its response time objectives,
provided however Kodak Alaris is not liable for any failure to do so.
4.8 Advanced Unit Replacement ("AUR") Support (if applicable). In some cases, if
Kodak Alaris determines a Product is not operating consistently within manufacturer’s
specifications, Kodak Alaris will provide next day AUR subject to availability of courier
service. The replacement Product will perform at the minimum specifications of the
current Product, but may not be the exact make and model. When AUR support is
necessary, Kodak Alaris will ship the replacement unit to Customer's location,
transportation prepaid. Upon delivery of a replacement unit, Customer must place the
malfunctioning unit in the shipping case, apply the labels enclosed in the shipping case
and call the carrier for pickup within 5 business days after receiving the AUR. Kodak Alaris
will pay the return transportation charges. If Customer does not return the
malfunctioning unit within 10 business days after receipt of the AUR, Customer will be
invoiced the list price of the unit and shall immediately pay such invoice.
4.9 Depot Service (if applicable). If Kodak Alaris determines the Product is not
operating consistently within manufacturer’s specifications, Kodak Alaris will instruct the
Customer regarding shipment of the Product to Kodak Alaris for repair. Kodak Alaris will
repair the Product and return the Product to Customer.
4.10 Software Product.
a) Kodak Alaris will provide Maintenance Upgrades, Software Patches and telephone
assistance of a technical nature on licensed Kodak Alaris Software Product only. Kodak
Alaris may issue Maintenance Upgrades or Patches and/or provide for on-site services
necessary to correct errors that significantly affect software performance in accordance
with Kodak Alaris’ Software Product operating specifications.
Unless Product
documentation states otherwise, support will be provided for the current and previous
Version Release of the licensed Kodak Alaris Software Product. For licensed Kodak Alaris
Software Product, maintenance Upgrades and Patches are at no charge and include one
copy of the user’s manual and/or changes.
b) Kodak Alaris reserves the right to develop new features and functionality
improvements, which will be offered to Customers as Version Releases under a separate
price schedule.
c) Kodak Alaris will provide the same revision level of firmware and/or drivers on any
replacement hardware part or subsystem (drives, library controller, etc) within the
library, during a “break fix” service call. Kodak Alaris will not provide direct
software/firmware patches and upgrades for OEM Products, including patch analysis,
recommendation, management and implementation of software, patches, drivers, and
firmware versions for tape storage products and/or systems.
d) All software and/or changes are subject to the terms and conditions of the Kodak Alaris
Software License Agreement that was in effect at the time the software is licensed from
Kodak Alaris. License Terms are applicable as long as the software is being used, even if
maintenance services are no longer available.
e) Some Kodak Alaris Software Products are licensed under a Renewable Software
License Agreement which includes an annual license fee that grants Customer a “Right
to Use” the software and to receive the maintenance services defined above as long as
maintenance services are available. Customer shall refer to the applicable software
license to determine its exact rights.
4.11 Parts. Items as referenced in the manufacturer’s manual(s) required to maintain
Products operating consistently with manufacturer's published specifications may not be
included in this Agreement and will be invoiced separately. Parts or components replaced
by Kodak Alaris will be either new or remanufactured to manufacturer’s new product
standards. Parts removed from the system and replaced at no charge become the
property of Kodak Alaris. NOTE: If Kodak Alaris determines that Parts, service
publications or technical support needed to maintain or repair equipment are not
available, Kodak Alaris will issue a prorated credit for any remaining prepaid coverage
under this Agreement.
Property of Kodak Alaris. Maintenance material, tools, documentation,
diagnostics and test equipment provided by Kodak Alaris shall remain the exclusive
property of Kodak Alaris.
Limitations. The Services outlined in these terms are Kodak Alaris’ only obligation.
Kodak Alaris will not be responsible for any indirect, incidental, consequential or special
damages arising under this Agreement, including but not limited to damages resulting
from the sale, use, improper functioning or inability to use the Products and/or related
software, regardless of the cause, nor will Kodak Alaris be responsible for damages of any
nature that are not caused by Kodak Alaris or are caused by circumstances out of Kodak
Alaris’ control. Such damages for which Kodak Alaris will not be responsible include, but
are not limited to, loss of revenue or profit, loss of data, downtime costs, loss of use of
the Product, cost of any substitute Product, facilities or services. This limitation of liability
will not apply to claims for injury to persons or damage to tangible property caused by
the sole negligence of Kodak Alaris or by persons under its complete direction or control.
This Agreement does not cover, and Kodak Alaris shall not be responsible for:
operating system services (e.g., database maintenance/recovery, product
integration or application support);
system administration services (e.g., system restarts, error monitoring and
reporting basic system matters, including restoring the database);
network system administration (e.g., installation of new software packages,
maintenance of user and group accounts, solving network problems, performing system
maintenance functions, monitoring networks, installing application software, maintaining
consultation services;
version release or software support to other than licensed Kodak Alaris Software
Product installation, set-up, configuration or other non-repair services;
cable and installation of cable runs or any acquisition of permits;
Customer training;
circumstances beyond Kodak Alaris’ control (such as customer overriding,
bypassing or defeating interlock switches on Products or devices sold by Kodak Alaris or
any other 3rd party);
problems due to failure of Customer to conform to Kodak Alaris’ site specifications
provided in the user documentation, or provided by the manufacturer;
time spent in locating Product not at the specified location or waiting for Product
relocation of Product or service associated with relocation;
m) seasonal hibernation (de-installation) and reactivation (re-installation);
service or parts associated with any unauthorized modifications, attachments or
rebuilding or reconditioning of Product;
misuse or abuse of Product; and/or
failure to follow Kodak Alaris’ operating instructions or operating instructions
provided by the manufacturer.
Kodak Alaris may provide, at its sole discretion, service in the above referenced situations
under the Per-Call terms and at prevailing Per-Call rates.
Confidentiality of Customer Data. Kodak Alaris does not wish to receive any
confidential information of Customer in the course of providing maintenance services,
and Customer is expected to take all reasonable precautions to avoid disclosing any of its
confidential information or that of its customers, employees or clients (“Confidential
Information”) to Kodak Alaris and its employees or contractors. However, in the event
that Kodak Alaris’ employees or contractors become exposed to Confidential Information,
Kodak Alaris will ensure that such information is protected against unauthorized
disclosure using the same degree of care, but no less than a reasonable degree of care, as
Kodak Alaris uses to protect its own information of a like nature.
Cancellation. Except as provided in Sections 2.0, 2.2, 4.10 and 4.11 above, this
Agreement may be canceled by either Customer or Kodak Alaris upon 90 days prior
written notice. An early cancellation fee equal to any discount received may apply for
cancellation. Kodak Alaris will issue a prorated credit for any remaining prepaid
Agreement coverage. Customer will be charged prevailing per-call rates for any service
provided when Product is not covered by an Agreement.
Taxes. Sales and use taxes will be billed if applicable.
Assignment. This Agreement is not assignable without the prior written consent
of Kodak Alaris, which consent will not be unreasonably withheld. The above
notwithstanding and with notice to Kodak Alaris, Customer may assign the agreement
without Kodak Alaris’ consent to a successor in interest by way of merger, acquisition,
change of control or other sale of all, or substantially all, the assets of Customer to which
this agreement relates. Any attempt by Customer to assign this agreement in violation of
this provision shall be null and void.
Billing and Terms of Payment. Commercial and some government billings are in
advance and prices will vary depending upon billing arrangements (annual, quarterly,
etc.) and a premium may apply. Where government arrears billing is available, billings
occur at the end of the cycle.
Payment terms are net 30 days from date of invoice.
If payment has not been received by the due date, Kodak Alaris may, at its sole discretion,
(a) cancel the invoice for non-payment. If the invoice is cancelled for non-payment,
Customer shall be liable for the greater of:
(i) the prorated value of the annual service rate of the invoice or
(ii) Per-Call charges for any service performed by Kodak Alaris,
(b) place the Customer on Service hold.
Force Majeure. With the exception of any payments due hereunder, neither party
shall be liable for failure to perform under this Agreement if such failure to perform arises
out of cause(s) beyond the control and without fault or negligence of the non-performing
party. Such cause(s) may include, but are not limited to, acts of God or the public enemy,
fires, floods, epidemics and unusually severe weather, material shortages, strikes or
similar labor disruptions.
Governing Law. This Agreement will be governed by and construed in accordance
with the substantive law of the Province of Ontario and the laws of Canada applicable
Additional Terms. These terms may be amended or supplemented only by the
express agreement of the parties, in writing and signed by each party.
Language of the Agreement. The Parties hereto specifically require that this
Agreement, and all notices and other documents related hereto be drawn in the English
Les parties ci-jointes, exigent et acceptant par les présentes, que ce contrat et tous avis
ou documents relatifs ou requis pare les présentes, soient rédigés en langue anglaise.