Rental Terms and Conditions

PARTIES

We, us, our, and similar expressions, refer to Pitney Bowes Australia Pty Ltd (ABN: 82 001 475 921).

You, your, and similar expressions, refer to you, our customer or proposed customer shown on the Order Form.

The details of the parties to this Agreement specified on the Order Form apply. 

By signing the Order Form, you agree to be bound by these Terms and Conditions.

DEFINITIONS

Agreement means the Order Form together with these Terms and Conditions.

Consumable Supplies means the range of items that we so designate from time to time, including without limitation paper, envelopes, labels, ink and toner.

End Date means the end date of the rental term specified in the Order Form.

Equipment means the equipment specified on the Order Form and all accessories which are or become attached, and includes any replacement parts and anything you obtain as a substitute.

Events of Default means the matters set out in clause 14.

Maintenance Plan means a maintenance plan as described in clauses M1 to M15. 

Order Form means the front page Order Form that sets out the commercial details that these Terms and Conditions are attached to.

Personal Property has the meaning given in the PPS Act.

PPS Act means the Personal Property Securities Act 2009 (Cth).

Rental Amounts means the ‘Payment Instalment’ amounts set out in the Order Form.

Rental Term means the period during which the Equipment is rented to you by us commencing on the day the Equipment is delivered to you and ending on the earlier of the Termination Date and the End Date.

Security Interest has the meaning given in the PPS Act.

Services means any services specified on the Order Form.

Termination Date means the date that this Agreement is terminated in accordance with clause 16.

Terms and Conditions means the terms and conditions set out in this document.

EQUIPMENT RENTAL AGREEMENT & TERM

(1) Rental agreement. We agree to rent the Equipment to you, and you agree to rent the Equipment from us for the Rental Term, on the terms and conditions of this Agreement.

(2) Commencement. The Rental Term commences on the date that we first deliver the Equipment to you (or on the date you pick-up the Equipment from our premises, if you so choose).

PAYMENT & TITLE

(3) Time for payment.  You must pay the Rental Amounts, Service and/or Maintenance Plan fees as set out in the Order Form by the due date specified in our invoices (which shall be provided in accordance with the frequency set out in the Order Form), without set-off or, unless required by law, deduction of withholding.   

(4) Credit card payments. If you pay by credit card, we may charge a processing fee of 2% of the transaction amount (including GST) which will appear on your next invoice. A payment by cheque will not be considered paid until we receive payment on the cheque.

(5) Interest. If you fail to pay any amount owed to us under this Agreement by the relevant date, you must pay us interest on such overdue amounts, calculated on daily balances commencing from the due date for payment, at the rate of two per cent (2%) per month.

(6) Maintenance Plan. If you have selected a Maintenance Plan in the Order Form, then you have a Maintenance Plan for the Equipment on the relevant Maintenance Plan terms and conditions set out below; and the specified Rental Amount includes Maintenance Plan fees.

(7) Decommissioning. Upon the expiration of the Rental Term we may charge a decommissioning fee at the then current price to recover the Equipment. The recovery covers de-installation of equipment, transport fees (incl. fuel levy) and re-cycling charges, if applicable. We will invoice you for such decommissioning fee upon such expiration or early termination occurring.

(8) Stamp Duty.  Except where the law prevents us from charging amounts to you, you must on demand pay (or where we have paid, pay back) to us any stamp duty payable in connection with this Agreement.

(9) Direct debits. Where possible, you will set up a direct debit for the Rental Amounts payable under this Agreement. Any enquiries regarding a direct debit request should be to us, rather than to your financial institution, and should be made at least seven (7) business days prior to the next draw.  

(10) Title / Bailee.  Title in the Equipment will remain with us at all times and will not pass to you at the end of the Rental Term, and you acknowledge you have no right or property in the Equipment or any part of it.  Your only right to use the Equipment is under this Agreement.

EQUIPMENT, DELIVERY & RISK

(11) Equipment. We may supply Equipment:

(a) of a different model as long as the specifications are equal to or better than the Equipment listed and that as a result your payments do not increase;

(b) whether newly manufactured or remanufactured, containing serviceable new or used parts which are warranted equivalent to new.

(12) Delivery.  Except as stated otherwise in the Order Form, our prices include our standard packaging and delivery to you at your designated premises.

(13) Time of delivery and risk.  When you sign any delivery or consignment note or similar document on receipt of a delivery, that is conclusive evidence that you received the delivery. You carry all risk of goods in transit where you arrange for carriage. Risk in the Equipment passes to you upon your receipt of the Equipment.

(14) Use, maintenance and protection.  You must look after the Equipment delivered to you and keep it in good repair and proper working condition. You must keep the Equipment in your personal possession and controlYou must ensure that all spare parts used in connection with the Equipment are either manufactured by the original manufacturer or to the specifications of the original manufacturer.

DEFAULT & TERMINATION

(15) Events of Defaults. Each of the following is an Event of Default: (i) non-payment: failure to pay any amount owed to us under this Agreement within 7 days of the due date; and (ii) cessation of business: you cease or threaten to cease to carry on your business or a substantial part of your business.

(16) Effect of non-payment. If an Event of Default which is capable of being rectified occurs, then:

(i) we may serve a written notice on you requiring you to rectify the default within 7 days; and

(ii) if you do not rectify the default in accordance with the notice then:

(A) all of the monies that you owe under this Agreement become immediately due and payable; and

(B) we may suspend the supply of services under the Maintenance Plan, PB Postage or any other Service.

(17) Termination for default. If you do not rectify an Event of Default notified to you in accordance with clause 15 or if an Event of Default which is not capable of being rectified occurs then we may by written notice to you terminate this Agreement and you must immediately pay to us any money which is due and payable under this Agreement but which remains unpaid.

(18) Effect of termination. On the Termination Date, you must (unless you have paid all outstanding amounts owed in relation to the Event of Default) return the Equipment to us in the same condition as originally delivered to you (subject to fair wear and tear) to a location specified by us.

SECURITY INTEREST

(19) Collateral. By taking delivery of the Equipment, you acknowledge and agree that this Rental Agreement covers the Equipment as collateral.

(20) No encumbrance.  You must not grant any encumbrance over or allow anyone else to register any Security Interest in the Equipment.

(21) PPS Act does not apply. The following provisions of the PPS Act do not apply: section 95 (notice of removal of accession, to the extent that it otherwise requires us to give a notice to you), section 130 (notice of disposal, to the extent that it otherwise requires us to give a notice to you), section 132(3)(d) (statement of account), section 132(4) (statement of account if no disposal), section 135(1)(a) (notice of retention, to the extent that it otherwise requires us to give notice to you), and section 143 (reinstatement).

(22) Waiver of rights / Non-disclosure. You waive your right under section 157 of the PPS Act to receive a notice in relation to any registration event in connection with any collateral that is commercial property. You agree that neither of us will disclose information of the kind mentioned in section 275(1) of the PPS Act, subject to section 275(7).

(23) Time to take action.  We may delay disposing of, or taking action to retain, the whole or part of the collateral beyond the period mentioned in section 125(2) of the PPSA for as long as we see fit provided we act honestly.

EQUIPMENT WARRANTY

(24) New Equipment.  If there is any manufacturing defect in material or workmanship in relation to any new Equipment within 12 months of delivery, then we will either repair or replace the Equipment.

(25) Second hand Equipment.  If there is any manufacturing defect in material or workmanship in relation to any second hand Equipment or demonstration or refurbished Pitney Bowes branded goods within 3 months of delivery, then we will either repair or replace the Equipment.

(26) Repair or replace.  We can choose whether to repair or replace any Equipment, and that is the limit of our liability under this warranty. This warranty does not cover any damage caused by the use of other than genuine Pitney Bowes parts or Consumable Supplies.

(27) Notice.  We will only recognise a claim under this warranty if you give us notice in writing within 12 months after delivery by us of new Equipment, or within 3 months of delivery of second hand or demonstration or refurbished Pitney Bowes branded goods.

EXCLUSIONS

(28) Exclusion of implied terms, conditions, representations and warranties. All conditions, terms, representations and warranties that are or might otherwise be implied by law, practice, trade usage, or international convention, are excluded to the fullest extent permitted by law.

(29) Sale by specification and purpose. We offer our products by specification. You alone are responsible for determining whether any product we supply is fit and suitable for your purpose although this does not limit any applicable consumer guarantee (if any, subject to these Terms and Conditions).

(30) Forward looking statements. We are not liable to you to the extent that you suffer any loss resulting from any reliance or otherwise on any information provided by us or our representatives that is a projection, estimate or opinion (including performance figures) in relation to the Equipment.

(31) Competition and Consumer Act 2010 (Cth) etc. limits. Statutory notice: consumer transactions. The following only applies if you are deemed a "consumer" under the Australian Consumer Law and may not apply in your particular case. Provisions of the Competition and Consumer Act 2010 (Cth), the ‘Australian Consumer Law’, and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law our liability under those provisions is limited as follows. Our liability in relation to goods is limited at our option to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired. Our liability in relation to services is limited at our option to the supplying of the services again; or the payment of the cost of having the services supplied again.

(32) Indirect and consequential loss.  No party is liable to the other for any loss suffered or incurred by it arising from or in connection with a breach of any term of this Agreement:

(i) which does not arise naturally and in the ordinary course of this from that breach; or

(ii) which constitutes, or arises from or in connection with: (a) a loss or revenue, profit or opportunity; (b) a loss of goodwill; or (c) a loss of reputation, even if such loss arises naturally or in the usual course of this from that breach. 

(33) Total Liability. Each party’s total liability to the other party for all claims arising in relation to this Agreement will not exceed an amount equal to 125% of the total amount of fees payable by you to us under this Agreement. 

(34) Death and personal injury.  Nothing in this Agreement excludes or restricts either party’s liability for: (i) death or personal injury resulting from the negligence of a party or its employees acting in the course of their employment; (ii) fraud; or (iii) any other cause of action which cannot be limited or excluded under applicable law.

INTELLECTUAL PROPERTY & SOFTWARE

(35) Postal Security Device (PSD). PSD refers to the postage evidencing technology (software and hardware) included in current-generation Pitney Bowes mailing equipment. You must not tamper with the PSD. We are entitled at all reasonable times to have access to the PSD for the purposes of verifying compliance with these provisions and with the requirements of postal authorities and relevant legislation. 

(36) Software licences.

(i) Embedded Software. The Equipment may contain embedded software. You agree that: (a) you are licensed, on a non-exclusive but perpetual basis, to use the embedded software only with the Equipment in which it resides; (b) Pitney Bowes Inc. and its licensors own the copyright and other intellectual property in and to the embedded software; (c) you will not copy, modify, de-compile, or otherwise attempt to unbundle, reverse engineer or create derivative works of the embedded software, except as permitted by applicable law; (d) you will not distribute or otherwise disclose the embedded software (or any portion thereof) to any other person; and (e) you may not export the embedded software in contravention of applicable export control laws.

(ii)  Additional Software. If the Order Form includes the purchase of additional software products, you are licensed on a non-exclusive basis to use such software, subject to the applicable licence terms found at: http://www.pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html. Such terms are incorporated into this Agreement by reference.

(37) Trade markings and IP Rights. You may not remove or alter any serial numbers, trade marks or other markings or get-up, nor may you co-brand or co-logo any goods provided by us. You do not acquire any right to any of our intellectual property.

(38) Publicity/Marketing. We may use your name in promotional materials, including press releases, presentations and customer references regarding the supply of any Equipment. You give us that permission free of charge for worldwide use in any medium. However, we will obtain your prior approval for publicity that contains quotes or endorsements attributed to you. We may send you emails and marketing materials from time-to-time unless you advise us in writing that you do not wish to receive any such emails and/or marketing materials.

(39) Annual Barcode Software Licence Fees. If the Order Form shows that the Equipment includes barcode software as a separate item then in addition to anything else in this Agreement this clause also applies to that software.  Barcode software licence fees for the first year only of the Rental Term, have been allowed for in the setting of the Rental Amounts. In addition to the Rental Amounts, for the second and each subsequent year of the Rental Term, you must pay an annual barcode software licence fee in advance at our then ruling rates which will be notified to you in writing.

INSURANCE

(40) Insurance.  You must keep the Equipment insured for its full insurable value on a replacement or reinstatement basis against loss or damage caused by all risks which would be covered by a prudent owner, and provide a certificate of currency promptly following our request.

GENERAL

(41) Entire Agreement. This Agreement constitutes the entire agreement between you and us in relation to the Equipment, Services and/or the Maintenance Plan, and supersedes all previous agreements and understandings between you and us in relation to the Equipment, Services and/or the Maintenance Plan.

(42) Assignment. We may, and you must not without our prior written consent, assign any part or the whole of any right or benefit of this Agreement.

(43) Subcontractors. We may choose to use one or more subcontractors to fulfil our obligations under this Agreement.

(44) Variation. This Agreement can only be varied by the written agreement of each party executed by an authorised person. 

(45) Personal information and data privacy. We may collect personal information about you in connection with our dealings with you. We will at all times abide by the Privacy Act 1988 (Cth), including the Australian Privacy Principles, in handling personal information about you, your business or your directors. We collect and use personal information collected from you to provide you with our products and services, including in assessing any credit application and establishing and operating any credit account as a result and to manage our relationship with you.

(46) We may disclose your personal information to regulatory bodies where this is required by law. We may also disclose your personal information to other companies within the Pitney Bowes group, to credit rating agencies, subcontractors, and other third parties engaged by us to carry out services on our behalf. This may include the disclosure of your personal information to recipients located in the United States of America, the United Kingdom and any other country in which the Pitney Bowes group operates in. A list of such countries can be found at http://www.pb.com/Contact-Us/Worldwide-Regions.shtml.

(47) You have the right to request access to the personal information that we hold about you, on the proviso that we are given reasonable notice of such a request. Further information about how you can access and seek correction to the personal information that we hold about you, and how to make a complaint about a breach of privacy is set out in our privacy policy. A full copy of our privacy policy may be accessed at http://www.pitneybowes.com/au/legal-statement.html or by contacting us directly at +61 (0)2 9475 3500 or [email protected].

(48) Notices. All notices we give each other must be in writing and signed. Notices must either be delivered by hand or sent by prepaid post to the relevant address shown on the Order Form or a changed address of which due notice has been given.  

(49) Governing Law. This Agreement is governed by and is to be interpreted according to the laws in force in New South Wales, Australia, and you submit to the non-exclusive jurisdiction of the Courts operating in New South Wales, Australia (and its appellate courts).

(50) Trusts. This clause applies if you enter into this Agreement as trustee of any trust. You warrant that you: (i) have entered into this Agreement in your capacity as trustee of the trust and for the benefit of the beneficiaries of the trust; (ii) have power under the trust deed to enter into and observe your obligations under this Agreement; (iii) are the only trustee of the trust and that there has been no proposal or decision to appoint an additional trustee to the trust; (iv) have not been removed from, ceased to act, or resigned from the office of trustee of the trust and there has been no proposal or decision to remove you as trustee of the trust; (v) are not in default under the trust deed; and (vi) have the right, and will at all times have the right, to be fully indemnified out of the assets of the trust in respect of its obligations under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity.

MAINTENANCE PLAN

If a Maintenance Plan is indicated on the Order Form, the following additional terms and conditions apply.

(M1) Plan types. The type of plan is as indicated in the Order Form: P = Platinum; G = Gold; S = Silver; B2B = Back to Base; and C = Rates and/or Resets only.

(M2) Platinum Plan (P). For Equipment covered under a Platinum Plan, we will provide remedial maintenance during the normal maintenance hours stated in clause M7, starting on-site within 4 hours of your call. To avoid doubt, the Platinum Plan can apply to postage meters (with rates and Resets (as defined in clause PP3 below)), and may apply to certain other devices.

(M3) Gold Plan (G). For Equipment covered under a Gold Plan, we will provide remedial maintenance during the normal maintenance hours stated in clause M7, starting on-site within 8 hours of your call. A G1 Gold Plan for a postage meter or Intellilink Control Center also includes postage rate upgrades at no extra charge during the plan period. A G2 Gold Plan includes postage rate upgrades and Resets (as defined in clause PP3 below) at no extra charge during the plan period.

(M4) Silver Plan (S). For Equipment covered under a Silver Plan, we will provide remedial maintenance during the normal maintenance hours stated in clause M7, starting on-site within 2 working days of your call. A S1 Silver Plan for a postage meter or Intellilink Control Center also includes postage rate upgrades at no extra charge during the plan period. A S2 Silver Plan includes postage rate upgrades and Resets (as defined in clause PP3 below) at no extra charge during the plan period.

(M5) Back to Base Plan (B2B). For Equipment covered under a Back to Base Plan, we will provide remedial maintenance during normal maintenance hours stated in clause M7, within 5 working days of receipt of the equipment. You must arrange for delivery of the equipment at your cost to our nearest repair centre and for collection of the equipment after repair. We may ship the repaired equipment back to you in which case you must pay us for the return delivery costs.

(M6) Rates and Resets only (C). For Equipment covered under Rates Only Plan (C1) or Rates and Resets Only Plan (C2), we will not provide any remedial maintenance but will only provide postage rate upgrades under C1 plan, and postage rate upgrades and Resets (as defined in clause PP3 below) under a C2 plan, during the term of the plan.

(M7) Normal maintenance hours/Response times. Normal maintenance hours are from 8am to 5pm Monday to Friday excluding local public holidays. Response times are targets and averages only, measured by time within our normal business hours. We use our best endeavours to achieve the target response times but occasional unexpected delays may be experienced.

(M8) Parts and labour. Maintenance Plan fees include all parts and labour required for any remedial or preventative maintenance we provide.

(M9) Consumable supplies not included. Consumable Supplies are not included in a Maintenance Plan. You must pay for them separately.

(M10) Replacement parts. Replacement parts may not be exactly the same as the originals. We may use reconditioned parts rather than new parts, as replacements.

(M11) Parts and labour outside the Maintenance Plan. We may charge at our ruling rates for any maintenance or parts provided for Equipment if you have not followed the manufacturer's recommendations for use or if we are called out for a problem not requiring remedial maintenance or which is due to abuse, misuse, negligence or misoperation or due to accidental damage or if the Equipment has been repaired, interfered with or moved by someone other than us, or due to the use of other than genuine Pitney Bowes (or approved) parts or Consumable Supplies . 

(M12) No tampering. You must not tamper with any copy count or meter, or any other sealed part of the Equipment.

(M13) Workshop repairs. You must allow us to take the Equipment away to our workshop, if that is reasonably required so we can carry out any maintenance under the Maintenance Plan. We may, at our sole discretion, provide you with equipment of similar functionality to the Equipment being repaired on loan whilst your Equipment is being repaired at our workshop. We will at all times remain the owner of such loan equipment. You will be responsible for all loss or damage to the loan equipment during such loan period regardless whether arising from misuse, wilful and/or deliberate damage or otherwise. Upon the return of your repaired Equipment, you must make the loan equipment available for us to collect. All fees payable by you under this Agreement will continue to be payable on the same terms and conditions, including but not limited to the Rental Amounts.

(M14) No guarantee of uninterrupted operation. No Maintenance Plan can guarantee uninterrupted operation of the Equipment.

(M15) Excessive wear and tear. We reserve the right to monitor the usage of Equipment based on the cycle count recorded on the Equipment at intervals decided by us in our sole discretion. If we determine that the cycle count on the Equipment exceeds the recommended cycle count as specified in the product maintenance manual for that item, we reserve the right to: (a) discuss amendments to the Maintenance Plan/fees to account for the excessive use; or (b) discontinue maintenance of any Equipment and associated software after giving you 3 months’ prior notice in writing.

PB POSTAGE® CONDITIONS

The following additional conditions apply to a PB Postage plan.

(PP1) Procedures. Our standard administrative procedures which apply from time to time for the functioning of the PB Postage system, and any requirements of Australia Post, must be followed.

(PP2) Reset Deposit. On signing this Agreement, you must pay the amount specified on the ‘PB Postage ®” section of the Order Form (the Reset Deposit) to us. From time to time after that we may agree with you for you to increase the amount of the Reset Deposit.

(PP3) Resets. Under the plan you have the potential to set and reset postage franking credits (Resets) on the postage meter or Intellilink Control Center in accordance with the PB Postage system. We may, but we are not obliged to, allow you to have Resets in any amount as requested from time to time.

(PP4) Direct debit request. You must arrange for a direct debit request to your bank which enables us to directly claim against your bank account for amounts which are payable by you to us under the PB Postage system. You must keep that request current for so long as you are operating under the plan.

(PP5) Payments for Resets. For each Reset you must pay us the total value of the postage for which the postage meter or Intellilink Control Center has been reset plus a reset fee. We may claim that amount from your bank account. The current reset fee is shown on the Order Form but we may vary the specified fee from time to time in line with our ruling rates.

(PP6) Refunds. If at any time you are entitled to a refund in respect of unused postage credits on the postage meter or Intellilink Control Center (such as when the machine might need to be reset to zero for maintenance service or on the termination of the plan), then you are not entitled to any refund of associated fees and other payments.

(PP7) If direct debit request waived. In our discretion we may in some cases waive the requirement for you to give a direct debit request to your bank. If we waive that requirement, then the following provisions apply. We may recover all amounts which are due from you to us, from the Reset Deposit. You must immediately top up the Reset Deposit following a Reset, by paying in an appropriate amount.

(PP8) Tier 2 Rebates. If you have been provided with tier 2 postage rate rebate, then such rebate will be provided to you in accordance with the tier 2 postage rate rebate terms and conditions which are available upon request.

VALUEMAX

(V1) ValueMax is not insurance, it is an agreement to limit your liability in certain circumstances where Pitney Bowes Equipment (“PB Equipment”) has been damaged, lost or stolen.

(V2) Risk of loss passes to you from the date of delivery for the duration of the Rental Period. You bear the entire risk of loss, theft, damage or destruction to the PB Equipment regardless of cause, ordinary wear and tear excepted (“Loss”).

(V3) You must immediately notify us in writing of any Loss. No Loss will relieve you of any of your obligations under this Lease. 

(V4) To protect the PB Equipment from Loss, you will either:

a) keep the PB Equipment insured against Loss for its full replacement value under a comprehensive policy of insurance; or

b) be enrolled in the ValueMax program.

(V5) If you are not enrolled in the ValueMax program, you must provide us with evidence of insurance by sending a copy to us, via email, within 30 days of signing this Agreement.

(V6) If you chose to enrol in the ValueMax program, you will be enrolled for the duration of this Rental Agreement and the ValueMax fee will be billed monthly with the rental charges due under this Agreement.

(V7) ValueMax program and any Loss to the PB Equipment occurs we will repair or replace the PB Equipment, except we may (at our sole discretion) elect not to repair or replace any PB Equipment that has been damaged, stolen or lost, as a result of:

a) your negligent act or omission; and/or

b) your misconduct.

(V8) Notwithstanding the above, if your rental payments are in arrears by more than 60 days, we retain the right to reject any claims made under the ValueMax Program.

(V9) We are not liable to you if we terminate the ValueMax program, however upon termination, no future charges relating to the ValueMax program will be charged.

AUTO-INK PROGRAM

(A1) The Auto-Ink Program (“Program”) is a Program that you will automatically be enrolled in upon commencement of this Rental Agreement, in the event that you lease a SendPro C or DM Smartlink Meter. Pitney Bowes will be notified when you are running low on ink, and will send, via post, a new ink cartridge to you.

(A2) You will only be billed for the ink you receive, and an invoice will be sent to you following receipt of the ink. You will be billed at the price published on the Pitney Bowes webstore at the time of dispatch.

(A3) In order for the Program to effectively function, you must remain connected to the internet (at your own cost). Should you not remain connected to the internet, we may not be notified when you require ink and ink may not be sent out at the necessary time.

(A4) You will be enrolled in the Program for the duration of this Rental Agreement, unless you elect to opt-out upon 30 days written notice.

(A5) We are not liable to you if we terminate the Program.