RelaxRate Contract

Rental and Maintenance Agreement

GENERAL TERMS AND CONDITIONS

1. Scope
These general terms and conditions regulate the legal relationship between the customer (hereinafter referred to as the "customer") and UAB "Konica Minolta Baltia Eesti Filiaal," registration code 10870452, located at Suur-Sõjamäe 37A, Soodevahe, 75322 Republic of Estonia (hereinafter referred to as "Konica Minolta"). These terms and conditions apply to the legal relations arising from the rental of Konica Minolta products and the ordering of maintenance services through the website www.konicaminolta.ee/shop (hereinafter referred to as the "web platform").

2. Use of the Web Platform

2.1. The customer undertakes to provide accurate, detailed, and correct information about the company for the purpose of concluding a rental and maintenance agreement for products available on the web platform. In case of any changes to the information, the customer shall promptly notify Konica Minolta via email: support.eshop@konicaminolta.ee.

2.2. Konica Minolta reserves the right to refuse the conclusion of a rental and maintenance agreement if:

the customer is a natural person;
the customer's representative lacks the authority to conclude the contract;
the customer's registration information is inaccurate, incomplete, or incorrect;
the customer's creditworthiness is insufficient;
the customer has repeatedly failed to fulfill contractual obligations despite warnings.

2.3. By providing information and entering into this agreement, the customer confirms the right to represent a legal entity and possesses the necessary documents proving this right.

2.4. The customer is prohibited from processing data submitted on the web platform that is:
inherently illegal, provocative, defamatory, threatening, harmful, or otherwise prohibited;
processed without the necessary authorization based on legal requirements or agreements;
in violation of the rights of third parties, including intellectual property and trade secret rights;
contains viruses or other harmful components.

3. Order Placement and Confirmation on the Web 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 description of the products, suitable options, print volumes displayed on the web platform, and purchase prices, the customer makes a selection of products that best meet their needs and expectations. Konica Minolta is not responsible for choices made by the customer on the e-store. The responsibility for compatibility with the customer's existing internal IT systems lies with the customer.

3.3. By placing an order on the e-store, the customer submits an offer to Konica Minolta for the conclusion of a rental and maintenance agreement for the selected products. The rental and maintenance agreement comes into effect after Konica Minolta has accepted it (given consent).

3.4. The receipt of the offer by Konica Minolta does not yet constitute acceptance. Acceptance is valid only if the customer receives a clear confirmation of the offer's approval from Konica Minolta by email.

3.4.1. Along with Konica Minolta's confirmation, the customer will receive a payment request for the deposit. The deposit amount is equal to three times the rental fee of the RelaxRate package.

3.5. The decision to accept the customer's offer rests with Konica Minolta. The reasons for rejecting the offer are outlined in section 2.2 of this agreement. By submitting the offer, the customer agrees to comply with these general terms and conditions.

4. Price

4.1. The customer is required to pay the deposit specified by Konica Minolta within three (3) working days from the signing of the agreement, unless otherwise stated in the agreement or its annexes. Upon the expiration of the agreement, the deposit will be refunded to the customer or credited, by mutual agreement, towards the rental fee for the last three (3) months.

4.2. The products will be delivered to the customer's specified address within five (5) working days from the payment of the deposit, unless otherwise stated in the agreement or its annexes. The customer must not change the location/installation of the products or allow third parties to do so without Konica Minolta's prior consent. If the customer wishes to change the location/installation of the products, they are obliged to inform Konica Minolta to ensure the necessary technical security measures for the delivery of the products and should be aware that an additional fee may apply.

4.3. The customer pays a monthly fee, which includes the print volume specified in the agreement unless otherwise agreed in special conditions. If the customer exceeds the allowed print volume, each subsequent print will be charged according to the rate specified in the special conditions.

4.4. The customer pays a specified rate for scanned documents every month unless otherwise agreed in special conditions. Konica Minolta keeps separate records of scanned documents and does not include them in the print volume.

4.5. Transfer, removal (including changing the location), data updates, reinstallation, and removal of additional software from the product's hard drive are not included in the monthly fee, and Konica Minolta will issue a separate invoice for these services.

4.6. The monthly fee does not include the cost of 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 customer does not use the products or technical maintenance services.

5. Invoicing

5.1. The customer must pay the invoice within fourteen (14) calendar days from the date of issue. The customer has no right to deduction or compensation.

5.2. The customer transfers the fee to Konica Minolta's designated bank account.

5.3. Konica Minolta has the right to demand a penalty of 10% of the overdue amount, but not less than 50 euros, considered as the minimum damage caused to Konica Minolta, as well as statutory interest and incurred costs. Konica Minolta may do so without prior notice.

5.4. The customer may file a complaint regarding the invoice to Konica Minolta by email within five (5) working days from the date of issue.

5.5. The invoice will be sent to the customer's email address. The customer must immediately inform Konica Minolta of any changes to the email address.

5.6. If the customer fails to fulfill the obligations specified in section 5 of the agreement, Konica Minolta has the right to suspend the services provided under the agreement until the customer fulfills their obligation. The suspension of services does not release the customer 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.

Transfer of Rights and Obligations

6.1. The customer may not transfer the rights and/or obligations arising from this agreement, in whole or in part, to a third party without the prior written consent of Konica Minolta.

6.2. Konica Minolta has the right to transfer the rights and/or obligations arising from this agreement, including the ownership rights of the products, to a third party who has the right to use all rights, claims, and remedies arising from this agreement.

6.3. The customer acknowledges that, following the receipt of notice of the transfer of rights and/or obligations arising from this agreement:

the provisions regarding Konica Minolta automatically apply to the third party; and
the customer makes payments to the third party. The customer has no right of set-off or compensation.

6.4. Konica Minolta or the third party will send the notice of transfer mentioned in section 6.3 to the customer's designated email address.

7. Delivery

7.1. The delivery deadline indicated on the web platform for the products is approximate and non-binding. Konica Minolta does not compensate for any delays or damages resulting from delays.

7.2. The customer agrees that Konica Minolta may enter into a contract with a subcontractor for the delivery of the products.

7.3. The customer undertakes to inform Konica Minolta of any deviations or unsuitability of the product within three (3) working days from the date of delivery.

8. Liability

8.1. Konica Minolta will do everything within its capabilities, taking into account its possibilities and technical capabilities, to fulfill its obligations under this agreement properly.

8.2. Konica Minolta is liable for and will compensate the customer for direct financial damage caused to them. However, in the event of a breach of the rental agreement, Konica Minolta will not compensate for indirect damages suffered by the customer (e.g., unrealized profit, lost income or revenue, etc.).

8.3. In the event of a breach of the rental agreement by Konica Minolta, except in cases of intentional or gross negligence on the part of Konica Minolta, Konica Minolta will pay compensation equal to the amount of the monthly fee but not exceeding the twelve (12)-month limit for the period preceding the breach.

8.4. Konica Minolta is relieved of liability in cases that have occurred due to circumstances beyond the control of Konica Minolta, including the untimely delivery of goods by Konica Minolta's supplier, closure of Konica Minolta's network, etc. Konica Minolta will promptly inform the customer of such circumstances.

8.5. The customer is solely responsible, both directly and indirectly, for the preservation of data related to the products.

8.6. Konica Minolta is not responsible for the customer's products, other equipment, or property (e.g., the customer's network, software, computers, etc.). The customer is responsible for these (e.g., assigning an IP address).

9. Ownership

9.1. The products remain the sole property of Konica Minolta or, in the case mentioned in section 6.2, the third party.

9.2. The customer has no right to rent, transfer, impose restrictions on, or encumber the products in any other way.

Transfer of Risk and Insurance

10.1. From the moment of delivery of the product to the customer, the customer is responsible for any damage and complete or partial destruction of the product until it is returned to Konica Minolta.

10.2. If, for any reason, the customer cannot use any part of the product or the entire product due to damage, partial destruction, or any other malfunction, the customer must pay the monthly fee for the entire validity period of the agreement, unless Konica Minolta intentionally breaches the contractual obligations.

10.3. The customer undertakes to insure the products at their own expense by concluding a property insurance contract with an Estonian insurance company, covering theft and the destruction of the product for any reason. The customer must also take out liability insurance, which also covers possible damage to the product. Upon Konica Minolta's request, the customer must prove that the insurance policy(-ies) is valid. In case of failure to provide evidence, Konica Minolta has the right to conclude an insurance contract on behalf of the customer at the customer's expense.

10.4. If the product is damaged or completely destroyed, the customer must immediately inform Konica Minolta, and Konica Minolta will arrange for the repair or partial/complete replacement of the product at the customer's expense. The customer must pay the invoice for the repair or partial/complete replacement directly to Konica Minolta. The customer has no right to negotiate with the insurance company to avoid or delay payment of the invoice.

10.5. Payments made by the insurance company under the insurance contract must be paid directly to Konica Minolta, provided that Konica Minolta has not already been fully compensated for the damage according to section 10.4.

Customer Obligations

11.1. The customer agrees to use the products in accordance with the manufacturer's instructions and the rules established by Konica Minolta, not to disassemble or replace individual parts or components, not to repair the products on their own initiative or with the assistance of third parties, and to use the products carefully and responsibly. The customer bears the costs of repairing faults caused by incorrect use of the product.

11.2. The customer agrees to accept technical maintenance works specified in the contract and its annexes by signing the relevant work completion report no later than on the day of report submission. If the customer does not sign the report within the specified deadline, Konica Minolta has the right to unilaterally sign the report, indicating that the customer refused to sign, and the customer must pay for the services specified in the report under the conditions and procedures stipulated in the contract.

11.3. The customer must, at their own expense, provide the necessary tools that may affect the operation of computer systems and electrical supply, and other necessary tools for the proper functioning of the products, except for tools related to the subject matter of this contract.

11.4. The customer bears material responsibility for taking protective measures for the products. In the event of damage or destruction, the customer compensates for the remaining value of the product. If the product is damaged due to the customer's fault (including non-compliance with manufacturer's instructions, repairs by third parties, careless use of the product), the customer must compensate Konica Minolta for the incurred damage.

11.5. The customer agrees not to use the products for the reproduction of paper money, securities, or other items, the reproduction of which is prohibited by legislation. Upon the request of law enforcement authorities, Konica Minolta must provide the customer's name, address, product serial numbers, and other relevant information.

11.6. The client may use the products only for business purposes and has no right to sublease the products or their individual parts, derive income from them, or otherwise gain commercial benefit.

11.7. Exporting the products outside the Republic of Estonia is prohibited.

11.8. When using the web platform, the client agrees to:

a) Protect and not disclose the web platform login credentials.
b) Immediately inform Konica Minolta of any unauthorized access to login credentials. This also applies to any other threat of misuse that the client becomes aware of, endangering the web platform's data security and integrity.
c) Not transfer web platform products or services to third parties.
d) Verify on the web platform before entering or sending any data whether they may be equipped with viruses or other harmful components. The client must use antivirus software of the appropriate level for this purpose.
e) Not transfer, process, store, or distribute through the web platform any illegal, immoral, explicit, offensive, or violence-promoting content.

11.9. The client releases Konica Minolta from all claims that third parties may bring against Konica Minolta due to intellectual property infringement occurring on the client's (or with their knowledge) part on the web platform. If the client becomes aware of an imminent infringement, they must immediately inform Konica Minolta.

12. Validity of the Contract and Termination Before Expiry

12.1. The contract comes into effect upon signing and is valid for the period specified in the contract, calculated from the start date of product installation. Upon termination of the contract, the client is obligated to arrange for the return of the products in accordance with the conditions stipulated in the contract.

12.2. The client explicitly confirms and gives irrevocable consent to waive the right to extend this contract. The parties expressly agree and understand that this contract terminates on the last day of the term if the lease term has not been extended according to this contract or a mutual agreement between the parties.

12.3. If the contract is signed on the 5th day of the current month or before that, the full first rent payment is made for the current month, marking the start of the lease. If the lease starts after the 5th day of the current month, the first rent payment is made in advance for the next month, and the current month's rent is calculated proportionally for the days the product has been in use.

12.4. Konica Minolta has the right to issue an invoice proportionally for the days between the product installation date and the contract's effective date.

12.5. If the contract is terminated earlier, the contract loses its validity after the end of the client's chosen and Konica Minolta accepted lease and technical maintenance period on the web platform (agreed upon).

12.6. If the installation of the products is delayed or postponed due to the client's fault, an invoice is issued as of the day when the installation should have taken place without delay.

12.7. The client may terminate this contract before its expiration without stating a reason, notifying Konica Minolta not less than one (1) month in advance by registered mail or email at support.eshop@konicaminolta.lt, and paying compensation in the amount equal to the security deposit paid by the client.

12.8. By refusing to accept the products after Konica Minolta has informed about the failure to fulfill the obligation, the client substantially breaches the contract, providing grounds for terminating this contract. The client must pay the compensation specified in clause 12.7 and also compensate for storage and other costs related to the termination of the contract.

12.9. If the client terminates the contract without Konica Minolta being at fault or due to the client's fault, Konica Minolta has the right to retain the paid security deposit. The parties agree that this is considered as minimal compensation for the damage caused to Konica Minolta.

12.10. Upon termination of the contract due to expiration or termination by either party before the contract term, the client agrees to fully pay for the services provided until the end of the contract term.

12.11. Both Konica Minolta and the client have the right to fully or partially suspend the performance of their obligations, including technical maintenance, at any time or terminate the contract immediately without initiating legal proceedings if the other contracting party intentionally breaches the contract and the breach is not rectified within ten (10) working days from the receipt of written notice.

12.12. Both Konica Minolta and the client have the right to terminate the contract immediately without court proceedings and without paying compensation to the other party if (i) the other party initiates insolvency proceedings or reorganization proceedings, (ii) insolvency is declared against the other party, or it is undergoing reorganization, (iii) the other party ceases its business in its entirety or even just a significant part thereof, (iv) the other party is insolvent.

12.13. If Konica Minolta terminates the contract according to clause 12.12, it has the right to demand compensation specified in clause 12.7 from the client.

13. Third-Party Payments

13.1. If the client has designated that invoices payable under this contract should be sent to a third party, this does not exempt the client from fulfilling the contractual obligation, and the client is responsible for the timely payment of the invoice.

14. Copyright Exception

14.1. All intellectual property rights and/or business value arising from the client's use of the products, including software, become the legal property of Konica Minolta. The client undertakes to transfer these rights to Konica Minolta without demanding additional remuneration or reimbursement of costs.

14.2. The intellectual property rights of the web platform and its content belong exclusively to Konica Minolta Business Solutions Inc. in Japan.

15. Return of Products and Toners

15.1. Upon termination of the contract, the client undertakes to return the products to Konica Minolta immediately in the condition in which they received them at the conclusion of the contract, taking into account normal wear and tear due to regular use.

15.2. The client has the right to return empty toner cartridges, drums, and carriers to Konica Minolta for an additional fee, and Konica Minolta undertakes to properly dispose of the returned items. The disposal fee is 2 euros per kilogram (excluding VAT). For an additional fee, Konica Minolta may also provide special containers to facilitate recycling and return.

15.4. The monthly fee is paid to Konica Minolta until the products are fully returned.

16. Data Protection

16.1. Since the services provided under this contract involve the processing of personal data by Konica Minolta, Konica Minolta acts as the data controller, and the client agrees to the relevant data protection terms (General Data Protection Regulation).

16.2. If the client processes personal data using the web platform, they are also responsible for ensuring that they have a legal basis in accordance with applicable data protection laws. In case of a violation, the client compensates Konica Minolta or third parties for any damage incurred.

17. Technical Support Services

17.1. During the validity of the contract, Konica Minolta provides the following technical support services for the products:

a) Product repair if the product failure is not due to the client's fault.
b) Product correction.
c) Regular remote diagnostics of the product using the remote monitoring system, if the remote monitoring system is provided for in the contract.
d) Periodic updates to the product firmware, regular preventive cleaning of the product.
e) Timely replacement of consumable parts.
f) Supply of accessories, including toner (paper supply is not covered by the contract). For additional toner supplied by Konica Minolta, needed for printing with greater coverage than agreed in the contract, the client pays a separate invoice (with VAT).
g) One training session for the personnel working with the product.
h) Configuration of scanning functions on five (5) workstations.
i) Consultation and assistance by phone.
j) Installation and configuration of product drivers.

17.2. Technical support services are provided by Konica Minolta on weekdays from 8:00 to 17:00, unless the parties agree otherwise.

17.3. Under this contract, Konica Minolta does not provide certain types of technical support services, but the parties may agree to additional fees for their inclusion: services required due to the client's improper or unusual use of the product, including violations of the obligations stipulated in clause 11 of the contract; services related to changes in the client's IT systems or network, such as server replacement, system software updates, changing internet service providers, deviations from minimal technical requirements, connecting unknown or unauthorized external devices, etc.; technical support services provided on weekdays outside the aforementioned working hours.

17.4. Product delivery includes free basic training. Upon the client's request, additional training can be arranged for a separate fee.

17.5. If Konica Minolta is delayed in providing technical support services due to the client's fault, the client bears the related costs.

17.6. Konica Minolta installs OCR Cloud software during the product installation process, allowing the conversion of paper documents into editable digital documents if agreed upon in the contract. The quantity of A4-sized documents to be converted is determined by a separate agreement, and this quantity is included in the service price.

17.7. If printing issues are due to technical and software-related problems with the client's computer or network, such as router replacement, changing IP addresses, updating the operating system, changing email service providers, etc., the client is responsible for resolving these issues at their own expense. Upon the client's request and providing necessary information (such as email server address, mailbox login credentials, internet service provider's domain name system, the ability to perform installation procedures on a computer for which the user does not have the right, etc.), Konica Minolta may, for an additional fee, arrange a solution to printing and/or scanning problems resulting from technical and software-related issues with the client's computer or network.

17.8. The installation, configuration, and updating of the client's computer operating systems and software are not included in this contract.

17.9. Konica Minolta timely replaces all worn-out or defective product parts and provides the client with the necessary materials, excluding paper. All replaced worn-out parts remain the property of Konica Minolta.

17.10. Accessories provided by Konica Minolta may only be used for rented products.

17.11. Test pages created during the provision of technical support services are not considered in the total count, and the client does not pay for them if properly documented in the work report.

18. Software

18.1. If the client chooses software offered on the web platform, Konica Minolta grants a simple license for the use of the software without the right to transfer. The use in this contract is understood as the installation, transfer, opening, launching, or viewing of the software.

18.2. Ownership and intellectual property rights to the software belong to Konica Minolta and/or licensors.

18.3. The client may use the software only for business purposes. The client is prohibited from allowing third parties to use, sell, rent, sublicense (transfer), or otherwise transfer the software. The client refrains from activities, including modifying, translating, converting into another programming language, violating integrity, decompiling, reverse engineering, or allowing third parties to do any of the above.

18.4. The client agrees to use the software according to licenses and/or terms presented on the product screen during software installation (end-user license agreement).

18.5. Konica Minolta provides the software on an as-is basis and does not provide a warranty for the suitability of the software for a specific purpose.

19. Software Maintenance

19.1. If the client chooses software offered on the web platform, the monthly fee includes software maintenance for the entire duration of the contract.

19.2. Software maintenance, in this context, means that Konica Minolta provides the client with software updates and resolves software errors to the extent caused by Konica Minolta or its licensors.

19.3. Konica Minolta is not obligated to install updates or resolve software errors caused by the client. Separate fees apply for these services.

19.4. Konica Minolta is not responsible for any consequences resulting from the client's refusal to install software updates or fixes. Konica Minolta is also not responsible for consequences if technical advice is not followed.

Final Provisions

20.1. In cases not stipulated in the contract, the parties shall be guided by the laws of the Republic of Estonia.

20.2. Disputes arising from the contract shall be resolved through negotiations. In case of failure to reach an agreement, disputes shall be settled in the Harju County Court.

20.3. The client confirms that they use the web platform and enter into this contract for business purposes.

20.4. If any provision of this contract is deemed void, the contract remains valid in all other respects. In place of such a void provision, another provision of this kind shall be applied that best serves the purpose of the contract.

20.5. Amendments or additions to the contract are valid only if both parties express their consent in electronic or written form.

20.6. The parties agree that this contract is concluded and is subject to the laws regulating the lease relationship, as leasing is an essential and prevailing part of this contract. The provisions concerning product technical maintenance are included in this contract only for technical reasons, serving as one common document (this contract), but they are clearly separated from the rental of the product.

21. Right to Refuse Direct Marketing

21.1. If you do not agree to receive messages, offers, or information about products and services similar to those of Konica Minolta, please notify us by email at support.eshop@konicaminolta.ee.