RelaxRate Contract

1. Scope 

1.1 The present general terms and conditions govern the contractual relationship between the customer and Copytech Sal, a company duly existing and organized under the laws of Lebanon and duly registered at the Commercial Registry of Beirut under number /72894/ and whose main office is located at Mkalles - Diab Building – 3rd Floor - Beirut – Lebanon, eshop@copytech.com.lb (hereafter called “Copytech”), 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 using the Platform and the products and services offered there. When registering, the company data entered by the customer must be complete and accurate and always updated by the customer. 

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

2.3. Copytech has the right to refuse to create a Customer Account and to block or delete a Customer Account or user account if:  

- 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 fulfill his contractual obligations, despite warnings,  

- The Customer Account is used without permission or unlawfully or improperly. 

2.4. The customer can only grant Platform access to authorized 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 Copyech of any unauthorized 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, libelous, 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 copyright, trademark, privacy, personality or other personal or proprietary right and business secrets, (iv) contains any computer viruses, malware viruses or other harmful components. 

2.7 Copytech will do its utmost to ensure that the services will be uninterrupted and that the transmission will be error-free. However, due to the nature of the internet connection and the internet service, this cannot be guaranteed. 

2.8 From time to time, Copytech may suspend partially, or fully restrict access to the Website for maintenance and updating purposes. 

3. Ordering and accepting through 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 Copytech. 

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. Copytech is not responsible for the choices the customer makes on the Platform. At his own risk, the customer must check the compatibility between the Products and his own internal IT systems.  

3.3 The customer represents and warrants that all information required to be provided when ordering the products online is accurate and complete in all respects at the time of the order and that such information relates to the customer and not to any third party. 

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

3.5. A mere confirmation of receipt of the offer does not imply acceptance of the offer by Copytech. Acceptance is only valid with an e-mail from Copytech in which it expressly confirms acceptance of the offer. 

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

3.7. The present general terms and conditions are deemed to be accepted by the customer when making an order.  

4. Fees 

4.1. The customer through the Platform chooses the convenient configuration for his business needs and shall pay within 30 days from the invoice date for the rental and maintenance of the Products: 

4.1.1 The payment of the monthly fixed fee  

4.1.2 The payment of the invoice covering the additional prints calculated at the end of each year made above the chosen volume of prints and based on the agreed price of additional/excess print.  

4.2. 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 included in the monthly fee. 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 Copytech to the customer. 

4.3. The monthly fee paid pursuant to subclauses 4.1.1 and 4.1.2 does not include paper, staples, or VAT (Value Added Tax) 

4.4. Copytech is entitled to increase the monthly fee at the maturity of the initial term of the contract by giving a written notice 30 days before the maturity date. 

4.5. The monthly fee remains 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 shall be paid within 30 calendar days after the invoice date, without any right for the customer to set off or compensate.  

5.2. Complaints relating to invoices must be submitted in writing to email sales@copytech.com.lb and within 3 working days after the invoice date. 

5.3. The customer accepts that the invoices can be sent by electronic mail to the e-mail address that the customer provided for this purpose in addition to the original stamped invoice which shall be delivered to the customer by hand.  

6. Transfer 

6.1. Without Copytech'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. Copytech has the right to transfer the rights and/or obligations under this contract, including ownership of the Products, to a third party, which will legally be able to invoke all the rights, claims, and defences , that result from this contract for Copytech. 

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 Copytech 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 through an express letter from the third party and/or Copytech, or 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 Copytech. 

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

7.3. The customer must report any non-compliance and/or incompleteness of the Products to Copytech within 2 working days after the delivery. 

8. Liability 

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

8.2. Any unforeseeable matter outside the control of Copytech (including non-delivery by a supplier of Copytech, the shutdown of Copytech network, etc.) shall be considered as a non-attributable breach that releases Copytech from any liability. Copytech will inform the customer as soon as possible of such circumstances.  

8.3. The customer is solely responsible for the storage and backup of any data directly or indirectly related to the Products.  

8.4. Copytech responsibility is restricted to the Products and their maintenance. Copytech has no responsibility regarding the customer’s products, for example, the customer’s network and other assets customer’s software, the 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 Copytech or the third party described in Article 6.  

9.2. The customer will not sublet the Products, will not 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 whole or partial loss thereof, until the moment the Product is back in Copytech 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 Copytech. 

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

10.4. Copytech 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 Copytech, 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 under the policy, in connection with the Product, must be paid out directly to Copytech on the condition that Copytech has not yet been compensated in full for the damage relating to this claim under article 10.4.  

11. Customer obligations 

11.1. The customer undertakes to: 

 a) not make any changes to the Products and not to move the Products without Copytech’s prior written consent, b) always use the Products promptly following the manual and technical specifications of the Products and per the recommendations of Copytech ’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 Copytech of any technical information that is useful for installing the Products and any accompanying software on the customer’s system and network. 

11.2. Moreover, the customer is subject to the following obligations about 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 unauthorized third parties. 

b) The customer must immediately inform Copytech of any unauthorized use of the access data. This also applies to any other risks of abuse that 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. 

11.3. The customer shall protect Copytech against any claims that third parties could file against Copytech 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 Copytech 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 upon acceptance of the order by Copytech pursuant to subclause 3.4.  

12.2. Copytech 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 following the Products’ delivery and installation.  

12.3. The contract will end upon expiry of the lease and maintenance period selected by the customer on the platform (“Agreed Period”) and accepted by Copytech. 

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 Copytech 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 Copytech’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 the expiry of the Agreed Period against the payment of a compensation fee through a registered letter or e-mail to eshop@copytech.com.lb. 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. Copytech and the customer always have the right to suspend the fulfillment 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 fulfill the contract and the breach is not remedied within 10 working days after a written notice was sent.  

12.8. Copytech 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 compensation if (i) the other party files for judicial reorganization, (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. Copytech has the right to claim compensation from the customer, calculated according to article 12.6 of this contract if Copytech must terminate the contract according to article 12.7 or 12.8 of this contract. 

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 Copytech. The customer undertakes to transfer these rights to Copytech without costs or payment.   

15. Returning of the Products and toners 

15.1. The customer is obliged to immediately return the Products to Copytech at the end of this contract or in case of termination pursuant to the terms of the contract, in their original state, except for normal wear and tear as a result of the lease.  

15.2. The monthly fees shall remain owed until the Products are fully back in Copytech possession. 

16. Data protection 

16.1. 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 Copytech against any third-party claims in the event of a breach. 

17. Maintenance 

17.1. Upon payment of the agreed monthly fee, Copytech provides the 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. Copytech 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 Copytech during normal working hours unless expressly agreed otherwise. The normal working hours of Copytech are currently Monday to Friday  from 08:00 am until 5:00 pm, excluding weekends and holidays. 

17.3. The activities below are not included in the maintenance services carried out by Copytech, but can be carried out against payment of an additional fee at the applicable hourly rate: 

- All work required because 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 unrecognized or non-approved peripheral devices, etc.  

- All maintenance services performed outside the normal working hours stipulated in article 17.2. 

17.4 The delivery of the Products involves 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 Copytech must 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 selects the option software on the Platform, then Copytech grants a non-exclusive and non-transferable license to use the software. In this contract “use” implies saving, loading, installing, opening, running, or viewing the software.   

18.2. Copytech and/or Copytech 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 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 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 under the licenses and/or conditions of use shown on the display of the hardware Product during installation of the software (the so-called “EULA”). 

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

19. Software maintenance 

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

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

19.3. Copytech 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 Copytech.  

20. Force Majeure 

If the performance of the contract cannot be continued due to force majeure, the Parties shall be exempted from liabilities in whole or in part according to the impact of the force majeure. Neither Party will be liable for any failure to perform its obligations hereunder, other than payment obligations, due to unforeseen circumstances or causes beyond the Party’s reasonable control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, electronic viruses, worms or corrupting microcode, fire, flood, earthquake, accident, strikes, radiation, inability to secure transportation, failure of communications or electrical lines, facilities, fuel, energy, labor or materials 

21. Final provisions 

21.1 This contract is governed by the laws of Lebanon. 

21.2. Any disputes related to or connected with this contract will be exclusively submitted to Beirut Courts 

21.3. If a provision of this contract is 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. 

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

22. Contact Information 

If any further information is required, please write to eshop@copytech.com.lb