Part A - Terms of Sale:

The following terms apply in respect of the sale of hardware and other items to you (Sale Items), and are in addition to our standard terms and conditions (available on request).  For avoidance of doubt, if you are leasing Equipment or you only wish us to provide Services, the terms in Part A do not apply.

1.   Ownership and Insurance

1.1 We retain the title in the Sale Items until you have paid for them in full and the full amount has been irrevocably credited to our bank account.

1.2 When we have delivered the Sale Items, you must not do anything, or allow anything to be done which is inconsistent with our ownership of them.  In particular you must not alter or sell them or otherwise dispose of them.  You must ensure that they can be identified as belonging to us.

1.3 If you do not make your repayments when they are due, or, if before you pay for the Sale Items, you go into liquidation or receivership or commit any act of bankruptcy, or if we think any of these may happen, you agree to allow us to enter your property, without notice, and take the Sale Items back and claim any money you owe us under this Agreement or any other contract.

1.4 You agree that you cannot send the Sale Items back instead of paying for them. We may take legal action to recover the price even though title in the Sale Items may not have passed to you.

1.5 When there is a shortage of Sale Items for reasons beyond our control, we will distribute as much Sale Items as we can to our customers depending on availability.

1.6 Where we accept return of trade in equipment detailed in Sales Schedule, title and risk in that equipment shall pass to us.  We reserve the right to dispose of such equipment.

2.   Delivery

You agree that one of your employees will clearly sign and print their name and date on the delivery note that comes with the Sale Items to prove that the items on it have been delivered.  We will not accept subsequent claims for shortages.  Charges will apply for delivery of all products, including F.O.C item.

3.  Suitability

You agree that any Sale Items are suitable for your needs and meet your requirements.  Your are responsible for ensuring that the Sale Items are compatible with any software, network or other items to which they are to be linked.

 Part B – Terms of Service/General Terms

4. The Service

Bryan S Ryan Ltd, (hereinafter called “BSR”), shall provide during normal working hours, (8.30am – 5.30pm) the Service, details of which are set out in this Agreement.

The Service shall not include: 

 Service required due to the use of parts, replaceable items, connected other fittings or accessories, which we have not approved to the Equipment.

 Service Work outside the normal working hours as specified above.

 Repairs, replacements or adjustments to the equipment rendered necessary as a result of any accident, neglect, misuse, alteration to the equipment, unfavourable environmental conditions, electrical current fluctuations, lightning or other forces of nature, or works carried out by any person other than a representative of BSR or its appointed agent.

 Service required because of any malfunction or specific requirement of any other item of equipment or software which you have linked to our equipment or any network to which our Equipment is linked.

 Service required due to external causes outside our control which shall include but not be limited to accident, disaster or burglary.

5.    Maintenance/Installation

During this Agreement We will:

5.1 Install and/or maintain the Equipment as specified in the Maintenance Section of the Service Schedule.

5.2 Provide preventative and corrective maintenance occasioned by normal usage of the equipment including engineering, labour and replacement parts, but excluding consumable materials such as toner, paper, staples (unless specified as toner inclusive in the Services Schedule).  All toners and drums remain the property of BSR until consumed.

5.3 Services rendered under this Agreement will be performed on the Customer's premises unless in the opinion of BSR the work must be performed in one of its Service workshops. 

5.4 You agree to ensure that the premises the Equipment is installed in are suitable and in good condition in accordance with our instructions.

5.5 You agree to give BSR representatives access into the property where the Equipment is installed during normal working hours, to inspect repair and maintain the Equipment.

5.6 You agree to tell us in writing if you intend to move the Equipment in order that we may update our records.  If the equipment is moved we reserve the right to immediately alter our charge for services, or to terminate this Agreement.

5.7 Provision of Maintenance and installation of equipment not supplied by BSR is subject to the availability to us of the necessary parts, consumables and support services.

6.     Equipment Maintenance Charges

6.1 For the Print Charge Equipment identified in the Services Schedule we will charge you the agreed copy rate and volume in advance for the period specified.

6.2 For non-Print Charge Equipment identified in the Services Schedule, you agree to pay the service charges in advance for the maintenance period.

6.3  All Works carried out by BSR which do not, in the opinion of BSR, form part of the Service, shall be charged extra by BSR and shall include a charge in respect of the amount of time spent by a BSR representative (including travel time) and the value of all replacement parts required in relation to any such work carried out.

6.4  Any time after the first 12 months of this agreement and after that at not less than yearly intervals BSR are entitled to increase the Cost Per Print.

6.5  We may increase our Cost Per Print, Regular Charges and Standard Rates at any time if the cost of our raw materials increases due to factors beyond our control.

6.6  The Cost Per Print is based on a single sided A4 print.  Double sided A4 and prints that are larger than A4 are charged as two prints. In the event that colour/black toner is included in the copy/print cost, Bryan S. Ryan reserves the right to charge for excessive additional toner used over the combined coverage of 5% per colour per page (i.e. 20% coverage of any page, for full colour)    

6.61  In the event that Equipment is used as a high volume scan  high volume scanning device , where the number of scans exceeds the number of prints made during the period, Bryan S Ryan will make a charge for scans at the rate of 25% of the black copy/print charge.

6.7  Where equipment is connected to a network or PC, BSR will invoice a network device support charge. This charge will be billed quarterly based on the billing structure below and will come into effect after the 12 month warranty period has expired. This charge provides warranty for the network device, printer controller, fax card, scanner controller and network interface board. This charge will also cover such items as reconfiguring MFD devices for network changes, adding print functionality to additional PC’s.

        (a) Billing Structure; 1-4 Devices at €75.00 per quarter, 4-8 Devices at €95.00 per quarter, 9+ Devices, Price on application.

        (b) If You do not wish to avail of this extended warranty You will be charged on a call out basis for time and materials based on our standard rates.

 6.8   Where applicable we will invoice You a minimum service charge of €75.00 per quarter where the use of the equipment amounts to less than €75.00 per quarter.

7.   Duration, Termination and Suspension

7.1 The initial term of this Agreement is 60 months, and shall be deemed to have commenced on the date the machine was installed in your premises, or on the date that has been specifically agreed and stated in the Services Schedule.

7.2  The Agreement can be terminated by You 60 months after the installation date provided You have given at least 90 days prior notice in writing to BSR.

7.3  BSR may terminate the Agreement at any time and recover all sums due from You if You:

        Do not make payments on time, or do not carry out Your obligations under this Agreement; or have maintenance, repairs or consumables carried out on or supplied in connection with the Equipment by anyone not authorised by BSR; or if You fail to make any payments due to BSR (whether under this Agreement or any other Agreement between You and BSR) until You have paid BSR the outstanding sums in full.

7.4  If You consistently exceed the manufacturers recommended monthly volumes for the Equipment, we may at Our option either give You notice to terminate the Agreement or increase the Cost per Print payable by you, which we reasonably consider reflects your actual use of the Equipment, and our extra costs in maintaining the Equipment.

 7.5  Unpaid or unused consumables remain the property of BSR.  You must keep them in a safe place and available for Us to collect.  All unused consumables must be returned to Us when this Agreement ends.  For the avoidance of doubt this includes consumables contained within the Equipment.

8. Remedies – Agreed Compensation if You Terminate This Agreement

8.1   If You terminate this Agreement other than in accordance with Clause 7.2, You will pay BSR agreed compensation calculated as follows:

8.2   Where the number of prints used on average over the period since the Installation Date does not exceed the amount of prints included within the quarterly charges, compensation will be the quarterly charges current at the time of termination multiplied by the number of quarters remaining under clause 7.2, less a 35% discount.

8.3   Where the number of prints used on average over the period since the Installation Date exceeds the amount of prints included within the quarterly charges, compensation will be the actual average number of prints used per quarter multiplied by the current Cost Per Print, then multiplied by the number of quarters remaining under clause 7.2, less a 35% discount.

8.4  If no quarterly charge is applicable, compensation will be the average number of prints used per quarter since the installation date multiplied by the number of quarters remaining under clause 7.2, less a 35% discount.

8.5  Where there is a fixed period charge, compensation will be the contract charge multiplied by the remaining period under clause 7.2, less a 35% discount.

8.6  You agree that 65% of the costs is a fair and accurate assessment of our loss as it represents the gross sum You would otherwise pay to BSR less 30% which represents our operating costs and less a further 5% being a discount to You because we will receive payment sooner than we would have done if the Agreement had not been terminated.

9. Payment

9.1  Unless we agree a separate payment schedule with You in writing, under this Agreement You must either pay our invoices in full by direct debit within 30 days of the end of the month in which our invoices is dated (or later if we so require) or, if payment is not made by direct debit, You must pay our invoice in full within 30 days of the end of the month which our invoice is dated.  In either case, if You do not pay You agree that we will not be obliged to carry out any further obligations or duties under the Agreement

9.2  You acknowledge that all charges and fees stated exclude VAT unless otherwise specified in writing.

9.3  If payment is not received in full when due, You agree to pay interest on the unpaid amount at a rate per annum which is 1% above the Bank of Ireland plc. base lending rate from time to time.

10. Your Responsibilities

10.1 During this Agreement You will:

10.2 Agree to take all reasonable precautions to safeguard Your business including without limitation, all software and data and to minimise potential loss or disruption, (including without limitation taking full back ups of all Your software and data at all reasonable times, including prior to Us conducting any work on Your systems, implementing audit controls, working methods and data security measures).

10.3 Agree to follow the applicable manufacturer’s instructions for the Equipment.

10.4 Agree to ensure that those authorised to use the Equipment are adequately trained.

10.5 Make payments in full and on time. 

10.6 Provide current meter readings for the Equipment. If meter readings are not supplied, then We are entitled to charge You for prints calculated on the basis of Our estimate.  We will correct any under or over estimate when We next invoice You after You have supplied an actual meter reading.

11. Assumptions


11.1 All work will take place during normal business hours, 8.30am to 5.30pm Monday to Friday excluding bank holidays on full consecutive days (unless agreed by BSR). It should be noted that there might be disruption within the customer’s workplace whilst the equipment is deployed.  If work is required outside of normal hours please inform BSR prior to work commencing, as an overtime adjustment will need to be made to the implementation costs.

         The customer will be responsible for ensuring suitable power points are provided prior to installation. BSR can on request advise on the number and presentation required.

11.2 The customer is responsible for all software and data backups, prior to, during and after the implementation. BSR would be happy to offer advice in how to accomplish this but cannot accept responsibility for any loss of data.

11.3 The customer is responsible for carrying out sufficient and adequate virus checks prior to BSR conducting any work on their systems.

It is assumed that the existing network points are operational and will provide a working connection between patch panel and each network point.  If cablin points are not operational it will be the responsibility of the customer to resolve any non-working connection points prior to the commencement of work by  BSR.

11.4  It is assumed that the existing telephone point for fax connection is operational. If telephone points are not operational it will be the responsibility of the Customer to resolve any non-working telephone points.

11.5 The Customer is responsible for ensuring adequate space is available for all the new equipment to be delivered, stored, deployed and serviced. The suitability of the locations of the equipment will need to be agreed by BSR specifically in accordance with current Health and Safety standards.

11.6 The Customer is responsible for ensuring all required server and workstation services are loaded and configured. All relevant current service packs and updates must be installed for network/workstation operating systems and applications prior to BSR conducting any work. BSR on request can advise on which services and updates are applicable to You.

11.7 The Customer agrees to inform BSR of any known problems or faults with your systems prior to BSR conducting any work.

11.8 The customer agrees that it is the Customer’s responsibility to provide BSR with correct IP addresses as required by BSR to install any device onto an existing network of Yours. The Customer warrants that they own the rights to such IP addresses and any domain names to which such addresses point.

11.9 An allocated period of training – based on product type - is included as part of the product installation. Additional training can be arranged through BSR (at further cost) if required.

11.10 The Customer will provide BSR with adequate notice (5 working days) if the Customer wishes to adjust any scheduled implementation dates. Any unreasonable notice period may result in additional cost to the Customer at Our current rate.

11.11 BSR reserves the right to charge an additional fee to that of the contracted implementation fees if BSR Ltd technicians are required to wait on site or arrange a revisit pending completion of other work on site by You or other contractors.

12. Training/Software Services

12.1 Where specified in the Agreement we will provide You with

        (a) Training and/or

        (b) Software Services as specified.

12.2 The charges due will be as set out in the relevant Schedule. We may vary the charges at any time upon 30 days notice.

12.3 We may charge You for any reasonable travelling and subsistence properly incurred in visiting Your premises or making any other journey and for other expenses properly incurred in the course of providing Training/Software Services. Depending on the scope of Services provided, personnel involved in the Services may not be based locally to You.

12.4 Where specified We will provide telephone assistance and/or at Our discretion attendance at the installation address for reporting, diagnosing and correcting Software faults, or otherwise provide Software Services as indicated in the Services Schedule. You acknowledge that We may not successfully diagnose or correct all faults or errors.

12.5 Where We provide Software upgrade versions for the Software, you agree such upgrades, where available, will only be provided for such periods as BSR., in its sole discretion, considers commercially viable. BSR. gives no warranty that any Software upgrade version will be of the same functionality, operating system compatibility or suitability for Your requirements.


13. Customers Responsibilities


The following section details Your responsibilities for successful commencement and completion of this implementation. If You are unsure of or unable to complete any of the listed responsibilities, this should be immediately raised with BSR, in order to revise any implementation timescales and to avoid additional costs.

13.1 The Customer will make available – if required - a technically capable member of staff or Your 3rd party support representative (on the installation dates agreed by Bryan S Ryan Ltd) to assist in the implementation.

13.2 The Customer will make available – if required - contact details and access to 3rd party support staff and technical resources.

13.3 The Customer will ensure BSR staff can – if required - reboot the network fileserver anytime, providing reasonable notice (30mins) is given.

13.4 The Customer will ensure BSR staff has access to all required locations and equipment, Specifically, Workstations and Servers that are required to be configured during the implementation.

13.5 The Customer will provide BSR– if required - with all relevant passwords unless someone is available to login on our behalf for access to existing hardware & software, Specifically Server Administrator Password, Laptop Bios Password.

 This document together with our standard terms and conditions of service forms the agreement between You and BSR and it shall not be varied by any oral Agreement or representations unless they are in writing and signed by one of Our Directors.