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FSMA - Full Service Maintenance

Agreement No. Date

Model
This Service Maintenance Agreement (hereinafter referred to as the Agreement) is made on this ____ day of _______ 20__
at .................... between Xerox India Limited, having its registered office at 5th & 6th Floor, Block 1, Vatika Business Park,
Sector 49, Sohna Road, Gurgaon -122018 (Haryana) (hereinafter referred to as "XIL") and
__________________________________ ________________________(hereinafter referred to as the "Customer").

XIL, at the request of the Customer, agrees to service and maintain, subject to terms contained in this Agreement, one No.
Model _________________________________________ bearing serial number ____________________________
(hereinafter referred to as the ‘Equipment') and installed on the date, evidenced by XIL's Service Report and the Customer
agrees to abide by the terms of this agreement and pay the consideration reserved herein in the manner provided hereunder.

NOW THEREFORE it is hereby agreed as follows:

A. XIL
1. shall service and maintain the Equipment and keep the Equipment in good working order. It is however, clarified
that the services required to be provided by XIL under this Agreement do not include:
(a) providing any electrical fittings like power cords, plug points, etc. and undertaking any electrical work
external to the Equipment;
(b) painting or refinishing the Equipment or furnishing material thereof; and
(c) support on operating system and software.
(d) providing services for the repair on account of external damages, wanton damages etc.
2. shall repair and service the Equipment at the Customers request. If required, XIL will at its sole discretion replace,
without any charge, worn-out parts by parts including Photoreceptor (Drum) of serviceable quality. Parts thus replaced
shall be the property of XIL and XIL authorised engineers/representatives shall be entitled to remove and carry away
such parts from the Customer's premises without being liable to the Customer in any manner whatsoever.

3. shall provide the said services on XIL’s working days during its normal working hours (being from 9am to 6pm,
Monday to Friday excluding public holidays and other holidays observed by XIL). Provided always XIL shall be
entitled to charge additionally for any services required outside of the said XIL normal working hours and XIL
working days.

4. shall not be liable in any manner whatsoever to indemnify the Customer or any user of the Equipment for any loss, injury
or damage of any kind whatsoever, howsoever caused.

5. shall not be liable or responsible, in any manner, to the Customer for the damages caused to the Equipment due to any
services performed or parts and/or xerographic supplies procured from any person other than authorised by XIL.

6. shall be entitled without any let or hindrance to depute its employees or authorised representatives to enter the Customer's
premises at all reasonable time to inspect and service the Equipment.

7. shall not be liable in any manner whatsoever to the Customer in the event of XIL being prevented or delayed in the
performance of any of its obligations under this Agreement due to conditions constituting Force Majeure which shall
include but not be limited to natural calamities, war, riot, terrorist actions, strikes, lockout, concerted action of
workmen, breakdown of communications etc. and other events beyond the reasonable control of XIL.

8. shall provide free of charge subject to clause C7 below all xerographic supplies (drum, developer, except power,
paper, staples and other output copy material), as and when necessary to do so.

9. Supply Of toners/cartridges. XIL shall provide the toners/cartridges as per the maximum usage per
impression as communicated by XIL from time to time. In case the toners/cartridges usage exceeds the
maximum usage per impression, XIL shall have the right to recover from the Customer either the cost of the
toners/cartridges consumed in excess to the maximum usage per impression or increase the click charges
appropriately. The unused consumables and other materials supplied under the terms of this Agreement which
are in the possession of the Customer shall at all times remain the exclusive property of XIL and XIL shall
have the right to recover the same from the Customer for which payment has not been realized by XIL.
B. SERVICE CHARGES

1. The Customer shall pay such charges to XIL for the services rendered hereunder as mentioned in and as per the rates
prescribed in Schedule I attached to this Agreement, which forms an integral part of this Agreement.

2. The billing for the month of commencement of the Agreement shall be proportionate to the number of days in the month of
commencement.

3. The meter reading as shown in the meter installed in the Equipment shall be conclusive proof of such number of
copies/prints made/generated by the customer in any month(s).

4. The service charges as stipulated in the Schedule I to this Agreement and any other amounts becoming due under this
Agreement shall be paid by the Customer within seven days of presentation of the bill/invoice by XIL.

5. In case the Customer defaults or delays in payment of the above mentioned payments on their respective due date(s),
the Customer shall be liable to pay on the defaulted amounts, interest @ 2% per month or part thereof from the due date
till the date of actual payment(s) as Late payment charges.

6. Xerox reserves the rights to suspend supply & services for non-paid period with a notice of 7days of
communication. Customer shall be further charged for inspection/cleaning/repair activity as per the rate list.

C. THE CUSTOMER

1. has the option to sign this Agreement at the time of placing of the order for the Equipment, or during the warranty
period of the Equipment or after the expiry of the warranty period, in case he chooses XIL to service this Equipment. If
the Customer executes this Agreement after expiry of the warranty on the Equipment, XIL shall charge additionally,
trimming charges on the Equipment before taking it under this Agreement. However, in case the customer
decides to sign this Agreement after the expiry of the warranty period, XIL shall be entitled to conduct an
acceptance test on the Equipment to ensure that it is in proper working condition. If there is a need to
repair/rectify a defect at this stage, the Customer shall get the same done to XIL’s satisfaction before XIL
accepts the Equipment for maintenance. Alternatively, XIL may repair / rectify such defect at an additional
charge to be quoted separately.

2. shall ensure that the installation area, earthing facilities, electrical outlets and supply with exclusive dedicated
voltage stabilizer or UPS (uninterrupted power supply) as applicable and access ways etc. for installation,
passage and electrical connections of the Equipment at its premises are suitable in accordance with XIL's p re-
install at ion site requirements available with the Customer and maintained so during the currency of this
Agreement, for proper servicing of the Equipment.

3. shall not re-site/relocate the Equipment as this Agreement is only in respect of the present site of the
Equipment unless otherwise mutually agreed in writing prior to re-siting/relocating. This Agreement does not
cover charges for re-siting.

4. shall subject to Clause A5 above pay additionally (as per Xerox rates) for any repairs/adjustments, or
replacements occasioned due to defects arising out of:
a. servicing/maintenance of the Equipment by persons other than XIL authorised persons;

b. the use of Consumables and or parts such as toner, developer, fuser oil, photoreceptor (drum) not

supplied / approved by XIL;

c. negligence or misuse/theft by his employees/agents/representative/services or any third party;

d. wilful act of default or any alteration or attachment to the Equipment by the employees/ agents /

representative of the customer;

e. by his failure to meet the site requirements.*


f. malfunctioning of input power conditioning equipment external to those maintained by XIL;

g. any accident, vandalism or burglary / theft;

h. fire or natural calamities;

i. damage caused by rats & rodents; and

j. data loss or any other damage due to malfunctioning of the software.

* Room temperature ( ), Humidity ( ).

5. shall assign and maintain two Machine-ln-Charges who shall be instructed by XIL free of charge (within first
45 days after installation) in the use of and routine care of the Equipment. After 45days training on machine
will be charged as per Xerox rate list. The Customer shall ensure that the Machine-ln-Charges properly carry
out their duties and operate the Equipment in accordance with the Machine-ln-Charge training and manual.
XIL reserves the right to charge additionally for any service by reason of the Customer's failure to comply with
his obligations under this paragraph (at the then prevailing XIL prices). All compensation payable to the
Machine-ln-Charge or any other person employed by the Customer for upkeep and maintenance of the
Equipment shall be the sole responsibility of the Customer.
6. shall allow, within his normal working hours, XIL representative or personnel duly authorised by XIL, full,
free and safe access to the Equipment to enable XIL to provide services under this Agreement and for taking
meter reading of the Equipment. In the event that the Customer fails to provide such access XIL shall not be
liable for its failure to provide services and shall have the right to estimate such meter reading for invoicing
purposes. Any over or under estimation will be corrected in the next invoice based on actual meter readings.
7. shall not tamper with the meter or any other part of the Equipment for the purpose of reducing the meter
reading / charges required to be paid by the Customer under this Agreement.
8. shall be accountable to XIL for xerographic supplies stock left in trust with the Customer who shall ensure that
such stock is used only in the Equipment under this Agreement. XIL reserves the right to charge the Customer
for any stocks which are unaccounted for, to XIL's satisfaction, or have been damaged at the then prevailing
XIL prices.
9. shall arrange for return of the used Spare Parts and Consumables replaced to XIL in sync with safe and
environment friendly disposal policy of XIL for such used Spare Parts and Consumables.
10. Shall, subject to availability, provide for internet connectivity to the Equipment and grant XIL access to the
Equipment’s internal data for real time monitoring of the meter of the Equipment for the sole purposes of
automation of the billing process and monitoring the supplies level for replenishment. In case the aforesaid
internet connectivity is not provided, XIL reserves the right to raise a surcharge.

D. GENERAL TERMS

1. This Agreement which, shall be deemed to be in force and in effect from, ____________ 20__ and with the
meter reading of the equipment recorded as ..................................... shall, unless terminated earlier in
accordance with terms hereof including by giving 30 days notice in writing served by either party upon the
other, continue in force till such time the meter reading installed in the equipment records, No. of copies /
prints or ............................................................................................. years, whichever is earlier, or till such
further time as the Equipment, in the opinion of XIL does not require workshop repair. Where XIL
recommends workshop repair, the Customer shall bear the cost as may then be applicable whereupon this
Agreement shall stand renewed upon the same terms and conditions, failing which the Agreement shall cease
to be in effect. Customer shall be charged for extension for number or copies/prints or contract as per Xerox
then prevailing rate list.

The above mentioned number of copies/prints/years against the machine is subject to the stipulations
prescribed under clause C2 of this Agreement and use of the Equipment in accordance with the user guidelines
as contained in the Equipment literature supplied by XIL at the time of installation.
Notwithstanding anything herein contained, where this Agreement is executed on the date of purchase of the
Equipment or during the warranty period, it shall come into force on the day immediately following the date of
expiry of the warranty period.

2 This being purely a services agreement, there are no warranties, express or implied offered by XIL under this
Agreement, including but not limited to implied warranties of merchantability and fitness for a particular
purpose. However, this disclaimer shall not prejudice any warranty provided by XIL under any other
agreement.

3. In no event shall XIL be liable for any indirect, special, incidental, or consequential damages including but not
limited to loss of profit, loss of use, loss of revenues, or damage to business or reputation, regardless of the
form of action, whether in contract, tort or otherwise, and even if even if XIL has been advised of the
possibility of such damages.

4. All information exchanged under this Agreement is non-confidential. If either party requires the exchange of
confidential information, it would be made under a separate confidentiality agreement.

5. (i) If during the subsistence of this Agreement, XIL is of the opinion that, the Equipment requires workshop
repair, it may after due inspection of the Equipment, submit to the Customer its recommendation with
estimates for workshop repair except where such need of repair arises due to Xil’s negligence, & expected time
required for carrying out such repairs etc. If the above mentioned recommendations of XIL are acceptable to
the Customer it shall give its consent in writing, whereupon, XIL shall arrange to get the Equipment repaired
on the agreed terms & conditions.

(ii) The Agreement shall remain suspended during the period of repairs and thereafter, it shall continue upon
the same terms and conditions. XIL shall however, not be responsible for any loss or damage actual or
consequential which the Customer may claim to have suffered on account of the Equipment being under
repairs, or on account of any delay thereof.

(iii) The Customer has a right to reject the recommendations of XILs set out in Clause 05(i) above, in such
event, this Agreement shall cease with immediate effect unless otherwise agreed in writing.

6. Notwithstanding the other terms and conditions of this Agreement, XIL reserves the right to assign the
Agreement in part or in full by giving 10 days notice in writing. The assignment shall be effective upon expiry
of the notice period and be binding on the customer. Upon such assignment of this Agreement, XIL shall be
absolved of its responsibilities and liabilities under this Agreement and the same shall be deemed to be that of
the assignee as if it were originally a party to this Agreement.

7. If the Customer is in the breach of any or all terms hereof including obligation to punctually pay all charges, and
such breach remains unremedied for 15 days from the date of such breach or XIL is of the opinion that the Customer has
attempted to unauthorised reduce the charges agreed to be levied under this Agreement in any manner whether by
tampering with the meter or any other part of the Equipment or otherwise. XIL may, during the currency of this
Agreement summarily suspend the services till such breach is remedied or terminate this Agreement, notwithstanding
anything to the contrary contained herein without being liable in any manner to the Customer for the same.

8. XIL may, on receiving a written request from the customer resume its services under the agreement on such terms and
conditions including payment by the Customer of such charges as may be stipulated by XIL for bringing the Equipment
to its original condition i .e. the condition it was on the date of suspension.

9. Notwithstanding anything to the contrary contained in this Agreement, XIL reserves the right to vary the charges
payable by the Customer at any time, upon 21 days written notice In the event of any increase in charges the Customer
shall be entitled to terminate this Agreement by serving not less than 7 days notice in writing by Registered AD. on
XIL at the address given herein to expire on the date on which the increase would otherwise come into effect. This,
however, does not include any impact caused by variation in Govt, levies or taxes, Central, State or Local, which are
recoverable separately.

10. In the event of termination of this Agreement due to any reason whatsoever as mentioned in this Agreement, the
Customer shall
(i) settle its outstanding (if any) within 7 days of such termination having come into effect, failing which it
shall be liable to pay interest at the rate of 24% per annum on such outstanding amounts; and
(ii) forthwith return to XIL, the replaced parts which are the property of XIL as per Clause A2 above and
the xerographic supplies stock left by XIL in trust with the Customer. In the event any such part or
xerographic supply is either lost, missing, partially or totally damaged or destroyed, or fails to satisfy
any relevant retest procedure, the Customer shall pay to XIL the price thereof at the then prevailing XIL
prices.

11. The Service Charges payable hereunder by the customer to XIL are exclusive of sales, service and other value
added taxes, levies and outgoings, if any, applicable. All such taxes, levies and outgoings shall be to the account of and
be payable by the Customer to XIL. If the amount of tax is not subject to precise determination at the time invoices are
issued, XIL may subsequently bill and the Customer hereby agrees to pay such taxes.

The customer irrevocably agrees that in case of any imposition/increase in any taxes, duties, levy and cess now or
hereafter levied on the services covered by this Agreement with retrospective or prospective effect, the same shall be
borne and paid by the customer without any demur upon demand being made by XIL in that behalf. The customer shall
issue a separate cheque for the said amounts.

12. (i) The parties shall use their best efforts to resolve by mutual agreement, any dispute or difference arising out of
or in relating to this Agreement.

(ii) If the parties are unable to resolve any dispute or difference by mutual agreement within a period of thirty
days after either party gives to the other, a notice invoking this Clause, the same shall be referred to and finally
settled by the arbitration of a sole arbitrator appointed by the Managing Director of XIL or by a person designated!
authorised by him for the purpose and to which appointment the Customer hereby consents. All proceedings of such
arbitration shall be governed by the Arbitration & Conciliation Act, 1996 or any amendments thereof. The venue of
such Arbitration shall be at Gurgaon (Haryana). Only the Courts at Gurgaon shall have exclusive jurisdiction to
adjudicate any disputes between the parties arising from this Agreement.

(iii) Nothing contained hereinabove shall prevent the parties from approaching a court of competent
jurisdiction for obtaining interim injunctive relief.

13. Timely payment of all charges by the Customer to X IL shall be a condition precedent to the performance of XIL’s
obligations under this Agreement.

14. This is the entire Agreement between the parties with respect to the subject matter hereof and supersedes all
previous negotiations, representations by either of the party. No alteration or amendment of this Agreement shall
be valid unless it is signed by both the parties.

15. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the other provisions of this Agreement, which shall remain in full force and effect.

SIGNED ON BEHALF OF XEROX INDIA LIMITED SIGNED ON BEHALF OF THE CUSTOMER

_______________________________________ __________________________________
(AUTHORISED SIGNATORY) (AUTHORISED SIGNATORY)

NAME : NAME :

TITLE : TITLE :

AFFIX RUBBER STAMP AFFIX RUBBER STAMP


SCHEDULE - I TO THE FSMA AGREEMENT DATED _____________

MONTHLY FSMA SERVICE CHARGES*


(# Strike out whichever is not applicable)

a) ____________ fixed monthly / annual charges

b) _________ paise per copy / unit for Black & White and __________ paise per copy / print for Colour multiplied by the
number of copies/units recorded in the meter installed in the equipment
No. of copies (Per Month) FSMA Charges (B/W) FSMA Charges (Colour)

________________ ₹___________ per copy/print ₹___________ per copy/print

________________ ₹___________ per copy/print ₹___________ per copy/print

________________ ₹___________ per copy/print ₹___________ per copy/print

________________ ₹___________ per copy/print ₹___________ per copy/print

INSTALLATION & SUPPLIES ADDRESS INVOICING AND STATEMENT

___________________________________________ NAME __________________________________________

___________________________________________ ADDRESS __________ _____________________________

___________________________________________ ________________________________________________

CONTACT PERSON ___________________________ ________________________________________________

DESIGNATION _____________________________ TEL. No(s) ________________________________________

It is hereby acknowledged that two key operator s have been trained and User’s Manual delivered to us.

SIGNED ON BEHALF OF XEROX INDIA LIMITED SIGNED ON BEHALF OF THE CUSTOMER

_______________________________________ __________________________________
(AUTHORISED SIGNATORY) (AUTHORISED SIGNATORY)

NAME : NAME :

TITLE : TITLE :

AFFIX RUBBER STAMP AFFIX RUBBER STAMP

Xerox India Limited


Regd Office : 5th & 6th Floor, Block 1, Vatika Business Park, Sector 49, Sohna Road, Gurgaon -122018 (Haryana)

TM is a registered trademark of Xerox Corporation

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