Rental and Technical Maintenance Services Contract
GENERAL TERMS AND CONDITIONS
1.1 These general terms and conditions govern the contractual relationship between the client (hereinafter referred to as the "Client") and UAB "Konica Minolta Baltia," reg. no. 110042632, located at J. Jasinskio g. 16A, LT-03163 Vilnius, Lithuania (hereinafter referred to as "Konica Minolta"), regarding the rental of Konica Minolta products and the provision of technical maintenance services through the website www.konicaminolta.lt/shop (hereinafter referred to as the "Platform").
2. Use of the Platform
2.1 In order to conclude a purchase contract for the products offered on the platform, the Client must provide accurate, detailed, and correct company identifying information. If the Client's provided information changes, they must promptly inform Konica Minolta via email at email@example.com.
2.2 Konica Minolta reserves the right to refuse to enter into a purchase contract if:
- The customer is an individual person;
- The customer's representative is not authorized to enter into contracts;
- The customer's registration information is inaccurate, incomplete, or incorrect;
- The customer's creditworthiness is insufficient;
- The customer repeatedly fails to fulfill their contractual obligations, disregarding warnings.
2.3 By providing information and entering into this agreement, the Client guarantees that they have the authority to represent the specified legal entity and possess the necessary supporting documents.
2.4 The Client is prohibited from processing any data on the platform that (i) is unlawful, provocative, defamatory, illegal, threatening, harmful, or otherwise prohibited, (ii) the Client is not legally entitled to process under statutory requirements or contracts, (iii) violates third-party rights, including but not limited to intellectual property rights and trade secrets, (iv) contains viruses or other harmful components.
3. Placing an Order and Confirmation on the Platform
3.1 The Platform allows the Client to enter into a rental and technical maintenance services agreement for multifunctional printing devices, printers, and/or software (hereinafter referred to as "Products").
3.2 Considering the technical specifications of the Products, relevant options, printing volume as stipulated on the platform, and prices, the Client selects the Products that best meet their requirements and expectations. Konica Minolta does not assume responsibility for the Client's choices made on the platform. The Client is responsible for verifying the compatibility of the Products with their internal IT systems at their own risk.
3.3 By placing an order on the platform, the Client submits an offer to Konica Minolta to enter into a rental and technical maintenance services agreement for the selected Products. The mutual rental and technical maintenance services agreement between the Client and Konica Minolta becomes effective only upon Konica Minolta's acceptance.
3.4 The mere receipt of an offer does not constitute Konica Minolta's acceptance. Acceptance is valid only when the Client receives Konica Minolta's confirmation via email, explicitly indicating that the offer has been accepted.
3.4.1 Along with Konica Minolta's confirmation, a document for the security deposit payment is sent to the Client. The security deposit amount equals three RelaxRate package rental fees.
3.5 Konica Minolta reserves the right to decide at its discretion whether to accept the Client's offer or not. The reasons for rejecting an offer are specified in section 2.2 of the agreement.
3.6 By submitting an offer, the Client agrees to these general terms and conditions.
4.1 Unless otherwise specified in the agreement or its appendices, the Client must pay the deposit amount determined by Konica Minolta within 3 working days from the signing date of the contract. At the end of the contract term, the deposited amount is refunded to the Client or, upon agreement, credited as the rental fee for the last 3 months of the rental period.
4.2 After the Client has paid the deposit, and unless otherwise stated in the agreement or its appendices, the Products are delivered to the Client's specified address within 5 (five) working days. The Client is obligated not to change the location/installation of the Products without the consent of Konica Minolta, either on their own or by involving third parties. If the Client wishes to change the location/installation of the Products, they must inform Konica Minolta to ensure the necessary technical security measures for product transportation, subject to an additional fee.
4.3 The Client pays a monthly service fee, which includes the number of prints specified in the agreement unless otherwise stated in special conditions. If the Client exceeds the included print volume, they are charged for each additional print at the rates specified.
4.4 The Client pays for scanned documents at the rates specified each month unless otherwise stated in special conditions. Konica Minolta keeps a separate record of scanned documents and does not include them in the print count.
4.5 Transfer, removal (including relocation work), data supplement, reinstallation, and removal of additional software on the product's hard drive are not included in the monthly fee and will be invoiced separately by Konica Minolta.
4.6 The monthly fee does not include paper, staples, glue, VAT, or copyright fees.
4.7 The parties agree that the Renter has the right to review the contract prices no more than 1 (one) time per year, considering the annual inflation - the average annual change in the consumer price index (CPI) compared to previous years. The most recent CPI officially published by the Lithuanian Department of Statistics, which is released no later than the review date, is utilized for the contract price review. If, following the procedure for reviewing contract prices outlined in this paragraph, the CPI change is positive, the Renter has the right to accordingly recalculate the contract prices. Contract prices remain unchanged and are not recalculated if the average CPI change is negative.
4.7.1 The Renter undertakes to inform the Tenant about the recalculated Contract prices by sending a notification to the email address specified in the Contract, and the Tenant undertakes to make payments according to the Contract based on the prices indicated in the notification from the specified day. The Renter's notification becomes an integral part of this Agreement.
4.8 The monthly fee must be paid even if the Client does not actually use the Products or technical maintenance services.
5. Issuance of Invoices
5.1 The Client must settle invoices within 14 calendar days from the date of issuance. The Client does not have the right to deductions or compensation.
5.2 The Client settles the payment by transferring the amount to the bank account specified by Konica Minolta.
5.3 For each invoice amount that is not paid within the specified period, Konica Minolta has the right to demand a penalty of 10% of the unpaid amount, but not less than €50.00, which is considered the minimum loss for Konica Minolta, as well as statutory interest and incurred expenses, without any separate notice.
5.4 Complaints about invoices can be submitted to Konica Minolta via the email address provided within 5 working days from the invoice issuance date.
5.5 Invoices are sent to the Client's specified email address. In case of a change in this address, the Client must promptly inform Konica Minolta.
5.6 If the Client breaches the obligations specified in section 5 of the contract, Konica Minolta has the right to suspend the services provided under the contract until the Client fulfills their obligations. The suspension of services does not release the Client from contractual obligations.
5.6.1. In case the Client delays payment for more than 30 calendar days, Konica Minolta has the right to unilaterally terminate the Agreement and retrieve the products.
6.1. Without prior written consent from Konica Minolta, the customer cannot fully or partially transfer their rights and/or obligations under this agreement to a third party.
6.2. Konica Minolta has the right to transfer rights and/or obligations under this agreement, including ownership rights to the products, to a third party who may legally enforce all rights, claims, and defenses arising from this agreement.
6.3. The customer acknowledges that, after being informed about the rights and/or obligations under this agreement, (i) everything provided for the benefit of Konica Minolta in this agreement will automatically apply to the third party, and (ii) the customer will make all payments to the third party. The customer has no right of set-off or compensation.
6.4. Konica Minolta and/or the third party will provide the notice specified in Clause 6.3 to the customer by the email address provided by the customer.
7.1. The delivery timeframe specified on the platform is indicative and non-binding. Konica Minolta does not compensate for any delays and does not reimburse damages or losses.
7.2. The customer agrees that Konica Minolta may subcontract the delivery of products.
7.3. The customer must notify Konica Minolta of any product discrepancies and/or unsuitability for use within 3 working days of delivery.
8.1. Konica Minolta makes every reasonable effort, taking into account its capabilities and technical capacity, to properly fulfill its obligations under this agreement.
8.2. Konica Minolta is responsible for and will compensate the customer for direct losses determined in a court decision and will not compensate for any indirect losses (e.g., loss of paper, income, or profit, etc.) incurred by the customer due to a breach of this agreement attributable to Konica Minolta.
8.3. Except in cases where Konica Minolta intentionally or grossly violates this agreement, in all other cases, Konica Minolta's liability under this agreement does not exceed an amount equal to the monthly fee paid within not more than a 12-month period before the occurrence of such breach.
8.4. Konica Minolta is exempt from any liability arising from circumstances beyond Konica Minolta's control, including, but not limited to, cases where Konica Minolta's supplier does not deliver goods on time, Konica Minolta's network is closed, etc. Konica Minolta promptly informs the customer about such circumstances.
8.5. The customer is solely responsible for the storage of any data related to the products, both directly and indirectly.
8.6. Konica Minolta is not responsible for the customer's products or other equipment or assets used (e.g., the customer's network, software, computers, etc.). The customer is responsible for these (e.g., IP address assignment).
9. Ownership Rights
9.1. The products remain the exclusive property of Konica Minolta or, in the case specified in Clause 6.2, the third party.
9.2. The customer will not lease the products, transfer them, impose any restrictions on them, or otherwise encumber them.
Risk and Insurance
10.1. From the moment of product delivery to the customer, the customer assumes all risk of damage and complete or partial destruction of the products until the product is returned to Konica Minolta.
10.2. If, for any reason, the customer is unable to use part or all of the products (including product damage, partial loss, or malfunction), the customer must pay the monthly fee for the entire contract period unless Konica Minolta grossly breaches its contractual obligations.
10.3. The customer must, at their own expense, insure the products with a property insurance policy from an insurance company operating in Lithuania, covering theft, loss of the product regardless of the cause, as well as liability insurance, including any damage to the products. At Konica Minolta's request, the customer must provide evidence that the insurance(s) are valid. Failure to provide evidence gives Konica Minolta the right to conclude such insurance contracts at the customer's expense.
10.4. If a product is damaged or completely lost, the customer must immediately inform Konica Minolta, and Konica Minolta will arrange for repairs or partial or complete replacement of the product at the customer's expense. The customer must directly pay Konica Minolta for the invoice for this repair or partial or complete replacement. The customer has no right to negotiate with the insurance company to avoid or delay payment.
10.5. All payments that the insurance company must make under the insurance contract must be paid directly to Konica Minolta, provided that Konica Minolta has not already been fully compensated for the damage as specified in Clause 10.4.
11.1. The customer agrees to operate the products according to the manufacturer's instructions and other rules set by Konica Minolta, not disassemble or replace individual parts or components, not repair the products on their own initiative or with the assistance of third parties, and handle the products carefully and responsibly. The customer must bear the cost of rectifying any defects resulting from incorrect product operation.
11.2. The customer agrees to accept the technical maintenance services specified in the agreement and its annexes by signing a work completion report no later than the day of submission of this report. If the customer does not sign the report within the specified period, Konica Minolta has the right to unilaterally sign the report, indicating that the customer has refused to sign, and the customer must settle for the services specified in the report under the conditions and procedure provided for in this agreement.
11.3. The customer must, at their own expense, ensure all resources required for the proper operation of the products, which may affect the operation of their computer systems, electricity supply, and other resources necessary for the proper operation of the products, except for those resources that are not related to the subject of this agreement.
11.4. The customer is materially responsible for the protection of the products. In the event of loss or destruction, the customer compensates for the remaining value of the products. If the product is damaged due to the customer's fault (failure to follow the manufacturer's instructions, allowing repairs by unauthorized persons, careless handling of the product), the customer must reimburse Konica Minolta for the losses incurred.
11.5. The customer agrees not to use the products to reproduce paper money, securities, and other items whose reproduction is prohibited by law. At the request of law enforcement agencies, Konica Minolta must provide the customer's name and address and the serial numbers of the products, as well as provide other requested information.
11.6. The customer may only use the products for their business purposes and has no right to sublease, profit from, or otherwise commercially benefit from the products or individual parts thereof.
11.7. It is prohibited to export the products beyond the borders of the Republic of Lithuania.
11.8. The following obligations related to platform usage apply to the customer:
a) Safeguard and not disclose access to platform data;
b) Immediately report any unauthorized use of access data to Konica Minolta. This also applies to any other misuse risk that the customer becomes aware of and any threat to the security and integrity of platform data;
c) Transfer platform-offered products or services to third parties on the platform;
d) Before inputting or sending any data to the platform, check for viruses or other harmful components. The customer must use antivirus software of the appropriate level for this purpose;
e) Do not transfer, process, store, or distribute any illegal, immoral, sexually explicit, offensive, or violence-promoting content through the platform.
11.9. The customer indemnifies Konica Minolta from any claims that third parties may bring against Konica Minolta for the infringement of intellectual property rights on the platform caused by the actions of the customer (or with the customer's consent). If the customer becomes aware of the direct risk of such infringement, the customer must immediately notify Konica Minolta.
12. Validity and Termination of the Agreement Prior to its Expiry
12.1. The Agreement comes into effect from the date of its signing and is valid for the term specified in the Agreement, which is calculated from the date of product installation. Upon its expiration, the customer must arrange for the return of the products in accordance with the terms set out in this Agreement.
12.2. The customer explicitly and irrevocably states that they waive the right to extend this Agreement. The parties agree explicitly, and both understand that this Agreement will terminate on the last day of the specified term if the lease term is not extended in accordance with this Agreement or by separate agreement between the parties.
12.3. If the Agreement is signed on the 5th day of the month or before it, the first full rental fee will be paid for that month, which marks the beginning of the rental term. If the rental term begins after the 5th day of the month, the first full rental fee will be paid for the next month, and the fee for the current month will be calculated proportionally to the days of product usage.
12.4. Konica Minolta has the right to issue a pro-rata monthly fee invoice for the days from the date of product installation to the first day of the month when the Agreement becomes effective.
12.5. Except in cases where the Agreement is terminated earlier, the Agreement shall cease to be effective upon the expiration of the rental and technical support period chosen by the customer on the platform (agreed period) and accepted by Konica Minolta.
12.6. If the installation of the products is delayed or postponed due to the customer's fault, invoices will be issued on the day when the installation would have been completed without delay.
12.7. The customer has the right to terminate this Agreement without cause before the agreed term of the Agreement expires by notifying Konica Minolta by registered mail or email at firstname.lastname@example.org no less than one month in advance and by paying compensation equal to the deposit paid by the customer.
12.8. The customer, who refuses to accept the products after Konica Minolta has informed about the non-fulfillment of obligations, commits a material breach of the Agreement, which leads to the termination of this Agreement, and the customer must pay the compensation specified in Article 12.7 of this Agreement, as well as compensate for the storage of products and other expenses related to the termination of the Agreement.
12.9. In any case, upon termination of the Agreement initiated by the customer without the fault of Konica Minolta or due to the customer's fault, the deposit paid remains with Konica Minolta. The parties agree that this constitutes the minimum loss incurred by Konica Minolta.
12.10. Upon expiration of the Agreement term or termination of the Agreement by either party before its term, the customer agrees to fully settle for the services provided until the end of the Agreement.
12.11. Konica Minolta and the customer always have the right to fully or partially suspend their obligations (including technical support services) or immediately terminate the Agreement without judicial proceedings if the other party grossly breaches the Agreement, and the breach is not remedied within 10 working days from the date of written notice.
12.12. Konica Minolta and the customer always have the right to fully or partially terminate this Agreement immediately without judicial proceedings and without compensation to each other if (i) the other party has initiated insolvency or restructuring proceedings, (ii) the other party has been declared insolvent or is being restructured, (iii) the other party ceases its business or a significant part of it, (iv) the other party is insolvent.
12.13. If Konica Minolta terminates the Agreement on the basis of Article 12.12, it has the right to demand compensation as specified in Article 12.7 from the customer.
13.1. If the customer specifies that invoices payable under this Agreement should be sent to a third party, it does not relieve the customer of their obligation to settle under this Agreement, and the customer is responsible for timely payment.
14.1. All intellectual property rights and/or goodwill arising from the customer's use of the products (including software) legally become the property of Konica Minolta. The customer undertakes to transfer these rights to Konica Minolta without additional payment or reimbursement of expenses.
14.2. The intellectual property rights of the platform and its content belong exclusively to Konica Minolta Business Solutions Inc., Japan.
15. Return of Products and Toners
15.1. Upon the expiration of this Agreement, the customer must promptly return the products to Konica Minolta in the condition in which they were received, taking into account normal wear and tear due to regular use.
15.2. For an additional fee, the customer has the right to return empty toner cartridges, drums, and developers to Konica Minolta, and Konica Minolta undertakes to properly dispose of the returned materials. The disposal fee is EUR 2.00 per kilogram excluding VAT. For an additional fee, Konica Minolta may also provide special containers for recycling and return.
15.4. Monthly fees remain payable until the products are fully returned to Konica Minolta.
16. Data Protection
16.1. To the extent that the services provided under this Agreement involve the processing of personal data by Konica Minolta on behalf of the customer, Konica Minolta acts as a data processor, and the customer agrees to the data processing agreement published (GDPR).
16.2. If the customer processes personal data using the platform, they are responsible for having the legal right to do so under applicable data protection laws, and in case of a breach, the customer shall indemnify Konica Minolta for any losses incurred by Konica Minolta or third parties.
17. Technical Support Services
17.1. During the term of this Agreement, Konica Minolta provides the following selected technical support services for the products:
a) product repair when the product malfunctions not due to the customer's fault,
b) product adjustment,
c) regular remote diagnostics of the product using a remote monitoring system if the remote monitoring system is provided for in the Agreement,
d) periodic firmware updates for the product, scheduled preventive product cleaning,
e) timely replacement of wearing parts,
f) delivery of consumables, including toner (paper delivery is not included in the scope of the Agreement). For additional toner supplied by Konica Minolta, which is required by the customer for printing with a higher coverage than specified in the Agreement, the customer pays separately based on separate VAT invoices;
g) one-time training for personnel working with the product,
h) configuration of scanning functions at 5 (five) workstations,
i) consultation and assistance by phone,
j) installation and configuration of product drivers.
17.2. All technical support services are provided by Konica Minolta during business hours from 8:00 to 17:00 on business days unless the parties have agreed otherwise.
17.3. Under this Agreement, Konica Minolta does not provide certain technical support services, but the parties may agree to include them for an additional fee: all services required due to the customer's improper or unusual use of the product, including but not limited to violating the obligations set out in Article 11 of this Agreement. services related to changes in the customer's IT systems or network, such as changing servers, updating system software, changing internet service providers, deviations from minimum technical requirements, connecting to unrecognized or unapproved external devices, and the like. all technical support services provided outside of business hours from 8:00 to 17:00 on business days.
17.4. Product delivery includes free basic training. Additional training may be arranged at the customer's request, subject to payment by separate agreement.
17.5. If Konica Minolta is delayed in providing technical support services due to the customer's fault, the related expenses will be charged to the customer.
17.6. If provided for in the Agreement, during the installation of the products, Konica Minolta installs OCR Cloud software, which allows converting a paper document into an editable electronic document. The quantity of A4 format documents that can be converted is specified in special Agreement terms and conditions and is included in the Agreement price.
17.7. If printing malfunctions are caused by technical and software issues with the customer's computer or network, such as changing routers, changing IP addresses, updating the operating system, changing the email service provider, etc., the customer is responsible for resolving them at their own expense. Upon the customer's request and providing the necessary information (such as mail server address, mailbox login data, internet service provider's DNS, the ability to perform installation procedures on a computer for which the user does not have these rights, and so on), Konica Minolta may, for an additional fee, arrange for the resolution of printing and/or scanning issues caused by technical and software issues with the customer's computer or network.
17.8. Installation, configuration, and updating of the customer's computer operating systems and software are not included in the scope of this Agreement.
17.9. Konica Minolta timely replaces all worn or malfunctioning product parts and supplies the customer with necessary materials, excluding paper. All replaced worn parts remain the property of Konica Minolta.
17.10. Consumables provided by Konica Minolta must only be used for rented products.
17.11. During the provision of technical support services for the product, test prints made during this service are not counted, and the customer does not pay for them if they are properly marked in the work report.
18.1. If the customer chooses the software offered on the platform, Konica Minolta grants an exclusive and non-transferable license to use this software. In this Agreement, "use" means installing, transferring, deploying, opening, launching, or viewing the software.
18.2. Konica Minolta and/or Konica Minolta licensors retain all ownership and intellectual property rights to this software.
18.3. The customer will use the software only for their business purposes. In any case, the customer is prohibited from allowing third parties to use this software, selling it, leasing it, sublicensing it, or otherwise transferring it to third parties. The customer refrains from any activity that includes altering the software, translating it, converting it into another programming language, violating its integrity, decompiling it, reverse engineering it, or allowing third parties to engage in any of these activities.
18.5. Konica Minolta delivers the software "as is" and does not provide any warranties regarding the fitness of the software for any specific use.
19. Software Maintenance
19.1. If the customer chooses the software offered on the platform, the monthly fee also includes software maintenance during the term of this Agreement.
19.2. Software maintenance under the conditions provided in this section means that Konica Minolta will provide software updates to the customer and resolve software malfunctions to the extent that these malfunctions are attributable to Konica Minolta or its licensors.
19.3. Konica Minolta is not obligated to install updates or resolve software malfunctions attributable to the customer. These services must be paid for separately.
19.4. Konica Minolta is not responsible for any consequences of the customer's refusal to install software updates or improvements. Konica Minolta is also not responsible for the consequences of failure to follow technical advice.
20.1. This Agreement is governed by the laws of the Republic of Lithuania.
20.2. All disputes arising out of or related to this Agreement shall be settled by the courts of the Republic of Lithuania in accordance with Lithuanian law.
20.3. The customer confirms that they use the platform and enter into this Agreement for business purposes.
20.4. If any provision of this Agreement is found to be invalid, it will not affect the validity of the remaining provisions of the Agreement. Such an invalid provision will be replaced by another provision that is the closest to the invalid provision and most closely corresponds to the objectives of this Agreement.
20.5. Amendments or additions to this Agreement are valid only if both parties have clearly expressed their consent online or in writing.
20.6. The parties agree that this Agreement is entered into and subject to legal norms governing leasing relationships, as the lease element is an essential and prevailing feature of this Agreement. The provisions on the technical maintenance of the product are included in this Agreement solely for technical reasons to sign one common document (this Agreement), but are clearly separated from the product lease.
Right to Refuse Direct Marketing
If you do not agree to receive messages, offers, or information about similar products and services from Konica Minolta sent to your provided contact information, please inform us by email at email@example.com.