General Terms and Conditions

For Equipment Rental and Services

1. Quadient UK Limited (“the Lessor” or “we” or “us”) shall hire the Equipment to the Hirer (or “you”) for use at the Site for the Rental Period, subject to these General Terms and Conditions for Equipment Rental and Services and the Specific Terms for Services (collectively referred to as “these T&Cs”). All defined terms in these T&Cs shall follow the meaning described in the Quadient UK Rental Agreement Form (“Rental Form”), unless otherwise defined herein. The Rental Form and these T&Cs shall collectively be referred to as “this Agreement” and shall govern Lessor’s supply and the Hirer’s hire of the Equipment and related Services. This Agreement will supersede any different or additional terms on any purchase order or any other written instrument that Hirer may issue to Lessor in respect of the Equipment and/or Services.

2. Title in the Equipment

The Equipment remains the property of the Lessor, and title does not pass to the Hirer during or at the expiry of the Rental Period.

3. Condition of the Equipment

The Equipment supplied may be new, reconditioned or contain serviceable new or used parts which have been thoroughly tested and inspected for good working order.

4. Liability

4.1. We make no representations or warranties of any kind, express or implied, regarding any matter whatsoever, including, but not limited to, the suitability of the Equipment, its condition, its merchantability, its fitness for a particular purpose, its freedom from infringement, or otherwise. We provide the products to you “as is,” “where is” and “with all faults”. All implied terms and conditions as to the quality or performance of the Equipment and any other equipment or Services provided under this Agreement are, to the fullest extent permitted by law, excluded from this Agreement.

4.2. In no event shall Lessor be liable to the Hirer for any incidental, indirect, special, consequential or punitive damages of any kind arising out of, or in connection with this Agreement, whether or not Lessor was advised of the possibility of such damage. Notwithstanding any other provision of this Agreement, except for direct damages resulting from personal injury or damage to tangible property caused by Lessor’s gross negligence or wilful misconduct, the maximum of Lessor’s liability to the Hirer hereunder shall not exceed the total of the amounts paid to Lessor hereunder by the Hirer.

5. Hirer’s Responsibilities

5.1. You are responsible for ensuring that the Equipment is properly maintained and is not damaged, lost or stolen and you must insure the Equipment on our behalf against all risks from the date they are delivered to you. You must tell us immediately of any damage or loss to the Equipment.

5.2. You must keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without our prior written consent. You acknowledge that we shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by you or the Hirer’s officers, employees, agents and contractors, and you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of, or in connection with any failure by you to comply with the terms of this Agreement.

5.3. You shall comply with all applicable laws regarding your use or possession of any postage meter supplied with the Equipment, including strict compliance with section 89 of the Postal Services Act 2000 and the requirements of the Royal Mail Scheme for Franking Letters & Parcels 2014 (“Postal Services Regulations”). It is a violation of the laws of England and Wales to misuse or tamper with the postage meter and if you do so, we may terminate this Agreement upon notice to you.

5.4. The Postal Services Regulations may require Lessor to periodically inspect the postage meter. You agree to cooperate with us regarding such inspections. We may, from time to time, access and download information from the postage meter to provide us with information about your postage usage and we may share that information with the relevant authorities and you hereby authorize us to do so.

5.5. A direct debit mandate or continuous credit/debit card authority must accompany this Agreement, we reserve the right to use this mandate to settle any outstanding invoices on your Quadient UK account.

5.6. For Equipment (Mailmark) – High volume (over 1000 items per day), the Hirer will ensure the Equipment is connected daily to the data centre via LAN connection. For Low volume (under 1000 items per day), the Hirer will ensure the Equipment is connected at least once a week to the data centre via a LAN connection.

5.7. The Hirer shall:

5.7.1. Maintain a suitable environment and electrical power supply for the Equipment in accordance with any advice given by the representatives of the Lessor;

5.7.2. Only allow the Equipment to be operated under the supervision of trained and competent persons and shall keep the external surfaces of the Equipment clean;

5.7.3. Not make any alteration or modification to the Equipment unless otherwise specified in the operating guide included with the Equipment;

5.7.4. Not allow persons other than the Lessor’s personnel or their appointed agents to carry out any repairs to the Equipment;

5.7.5. Only use supplies that are approved by the Lessor;

5.7.6. Give the Lessor 30 days’ written notice of intention to move the Equipment. Any such move will be agreed in writing by the Lessor once its established that such a move would not result in additional cost to maintain the provisions of this Agreement. Unless the Lessor’s consent is given in writing in advance any move will entitle the Lessor to bring this Agreement to an end;

5.7.7. Take sole responsibility for any damage to the Equipment caused by any third party in its execution of portable appliance testing for example flash testing.

6. Fees and Payment

6.1. You must make the payments set out in the Rental Form when they are due. Time is of the essence in relation to all payments due under this Agreement. If you fail to make any payment when it falls due, we can terminate this Agreement.

6.2. If payment is not made when due, the Lessor may, without prejudice to its other rights, charge:-

6.2.1. interest at an annual rate of 8% above the current base rate of Bank of England to be calculated on a day to day basis on the balance outstanding until payment is made in full; and

6.2.2. the fixed sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.3. Hirer shall also be liable for all costs and expenses incurred by the Lessor in connection with the recovery of the outstanding fees including legal fees and any debt collection agency fees on a full indemnity basis less the fixed sum.

6.4. The Lessor may suspend all Services due under this Agreement until payment of the relevant invoice is made in full. All support provided during the suspension period will be on a time and material chargeable basis. The Lessor may also prevent any additional postage funds being downloaded to the Equipment until all amounts due are paid.

6.5. The Hirer shall not purport to withhold or delay payment of an invoice on the basis that a purchase order or any other administrative instrument was not issued for the rental. The Hirer shall not purport to set off or withhold any payments claimed or due to the Lessor under this Agreement or any other agreement.

7. Assignment and transfer. You shall not sell, transfer, assign, sublease, pledge or otherwise encumber the Equipment or this Agreement in whole or in part.

8. Term and Termination

8.1. When this Agreement ends, you must either return the Equipment to us or make them available for collection by us.

8.2. The minimum Rental Period of this Agreement is 12 or 24 months (the Rental Period that you selected when signing up). Subsequently it will automatically renew at the end of the initial term for a further 12 month period each (“Renewed Period”) unless you give notice of cancellation in writing at least 3 months before the end of any applicable Renewed Period.

8.3. The Lessor may terminate this Agreement for convenience by giving written notice of termination at least 3 months before the end of any Rental Period. The Lessor however, may terminate this Agreement immediately for cause.

9. Annual increase in Rental Fees. The rental fees will increase each year by 4% on the anniversary of the commencement of this Agreement.

10. Confidentiality. All business and financial matters, technical information and any other proprietary information relating to a party and their respective operations, businesses, technical know-how and financial affairs, that is obtained by the other party as a result of the working relationship between the parties, whether obtained prior to or after the date hereof (“Confidential Information”) shall remain strictly confidential and shall not be used or discussed by the other in any manner, except as required to perform or complete delivery, installation, rental and maintenance of the Equipment. Confidential Information shall not include any information that: (a) was previously known to the parties free of any obligation to keep it confidential; (b) is or has become publicly known, through no wrongful act of neither party; (c) was rightfully received from a third party who is under no obligation of confidence to the receiving party; (d) was independently developed by the parties without use of Confidential Information that has been disclosed pursuant to this Agreement; or (e) was required to be disclosed in order to comply with applicable law or regulation (including, without limitation, for securities law purposes) or any requirement imposed by any governmental or court order, but only to the extent so required. The Hirer’s personal data will not be passed to any third party except for authorised subcontractors appointed to fulfil the rights and obligations under this Agreement.

11. Rights of Third Parties. Save for Royal Mail, no person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12. Force Majeure. Whilst Lessor will use all reasonable endeavours to fulfil its contractual obligations hereunder, except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquakes, lightning, hail, labour disputes, industry-wide shortages of supplies, actions of governmental entities, riots, war, terrorism or threats of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.

13. Miscellaneous

13.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

13.2. This Agreement constitutes the entire understanding between the parties with respect to the supply and hire of the Equipment and Services and supersede and replace all prior agreements, negotiations and discussions between the parties relating to them.

13.3. The terms of this Agreement cannot be varied unless expressly agreed in writing and approved by an authorised representative of the Lessor and the Hirer.

13.4. This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

SPECIFIC TERMS FOR SERVICES

14. Usage. If the Equipment is subject to excessive usage (on average >1,000 items per month over 12 months) there will be an additional charge based on the usage above the maximum and we will contact you to discuss replacement with a suitably sized machine.

15. Support. The Lessor will provide telephone support on weekdays between 08:30 and 17:30, excluding UK public holidays. Support is also available online at https://www.quadient.com/en-GB/help-and-support .

16. Product Replacement. If we are unable to fix any issues with the Equipment remotely and we determine that the Equipment has failed other than due to your breach of clause 5 above and further subject to clause 17 below, we will send you a replacement equipment. We agree that any replacement equipment will be at least the same model, or an improved model of the Equipment. We will use reasonable endeavours to transfer or arrange for the transfer of all existing data from the faulty Equipment to the replacement Equipment to ensure continuity of Service.

17. Additional Charges. Notwithstanding clause 16 above, Lessor may also charge the Hirer for:

17.1. The repair to any defect arising through malicious or wilful action, negligence, or misuse, or use of consumable parts not supplied by the Lessor.

17.2. If Equipment is returned as faulty, but on inspection there is no fault found, the Lessor may charge for the costs incurred in sending the replacement equipment.

17.3. All work resulting from the Hirer’s failure to adhere to the obligations outlined.

17.4. Formal decommissioning and re-licensing (company/address amendment) of licensed Equipment in accordance with the relevant postal authority requirements

17.5. For Equipment where the cycles exceed the lifetime volume (entitled Cycles Per Month multiplied by 72), or that is over six years old, the Lessor may submit an estimate to the Hirer for the cost of reconditioning. If the Hirer does not accept the estimated cost then the Lessor may remove the Equipment from the schedule. Reconditioning will not be carried out unless the scope and costs are mutually confirmed in writing.

18. Subcontracting of Services. The Lessor reserves the right to subcontract in whole or in part the Services provided under this Agreement.

Version 1.0 August 2021