UrFleet

1. Service Program Tiers & Service Provider Obligations

The scope of the Service Provider's obligations under this Agreement is determined by the Service Program Tier selected on the face page of this Agreement. Only one tier applies per Agreement.

Full Service In — Where this tier is selected, 2668981 Alberta Incorporated ("Service Provider") shall:

1. Provide consumables and service for the equipment as described in Schedule "A", subject to supply shortages, acts of government, force majeure events (including acts of God and labour disruptions), and other circumstances beyond the Service Provider's reasonable control. The Service Provider will make commercially reasonable efforts to mitigate delays and notify the Customer promptly.
2. Exclusively provide, and perform at its expense, full service and preventative maintenance — including cleaning, adjusting, and inspecting equipment. All service and maintenance will be performed during normal working hours (Monday–Friday, 8:00 a.m.–5:00 p.m. Mountain Time, excluding statutory holidays) at the Customer's premises within a commercially reasonable time following a service request.
3. Not be liable for, and the Customer shall pay the Service Provider's applicable service rates then in effect for, any service necessitated by: (a) Customer neglect or misuse; (b) accident, fire, water, or other fortuitous event; (c) use of consumables not meeting the Service Provider's specifications; or (d) work performed outside normal working hours or by unauthorized personnel.
4. Not be liable for any loss or damage, whether direct, indirect, incidental, or consequential, arising from the use, presence, or failure of the equipment or consumables, except where caused by the Service Provider's own gross negligence or wilful misconduct.
5. Provide trained service representatives and reserve the right to engage third-party sub-contractors or change supply vendors, provided service standards are maintained.

Supplies Only — Where this tier is selected, the Service Provider's obligations are limited exclusively to:

1. Providing automated toner and consumables replenishment for enrolled devices as described in Schedule "A".
2. Maintaining remote monitoring software (where applicable) to track supply levels and trigger replenishment orders.

Supplies Only — Important Exclusions: Under this program tier, the Service Provider provides no parts, no labour, no on-site service calls, no technical support, and no preventative maintenance. The Customer is solely responsible for all repairs, servicing, and technical support of enrolled devices. The Service Provider is not liable for any equipment downtime, malfunction, or loss arising from the absence of service coverage under this tier.

2. Customer Obligations

The Customer shall:

1. Payment. Pay all charges within fifteen (15) days of invoice. Overdue accounts shall bear interest at 2% per month (26.82% per annum, compounded monthly) on the outstanding balance from the due date until paid in full. An NSF/declined-payment fee of $45.00 CAD will be charged for any returned cheque, failed EFT, or declined credit card payment. The Customer is responsible for all reasonable costs of collection on overdue accounts, including legal fees on a solicitor-and-client basis.
2. Location Changes. Provide written notice to the Service Provider of any change in the location of covered equipment at least five (5) business days in advance of the move.
3. Approved Consumables & Monitoring. Use only consumables provided or approved in writing by the Service Provider. The Customer must keep any remote monitoring or reporting software installed and operational at all times; interruptions caused by non-compliance are the Customer's responsibility.
4. Access. Permit the Service Provider's representatives to access and inspect equipment during normal working hours on reasonable notice, in a manner that does not unreasonably interfere with the Customer's business operations.
5. Indemnification. Indemnify and hold harmless the Service Provider from claims, losses, damages, and reasonable expenses (including legal fees) arising from: (a) the Customer's possession or use of equipment or consumables; (b) any breach by the Customer of this Agreement; or (c) any violation by the Customer of applicable law. This indemnity shall survive termination of this Agreement.
6. Unrepairable or Uneconomical Devices. If a covered device is determined by the Service Provider to be commercially unrepairable or no longer financially viable to service — due to unavailability of parts, physical damage beyond economic repair, or where the estimated repair cost exceeds the current replacement value of the device — the Service Provider will provide the Customer with a written assessment stating the basis for that determination. Upon delivery of such notice, the Customer shall, within thirty (30) days and at the Customer's sole expense, either replace or upgrade the affected device. The Service Provider is not obligated to continue supplying consumables, parts, or service to a device once such notice has been issued. This clause applies to both the Full Service In and Supplies Only program tiers.

3. Term, Termination & Early Termination Charge

3.1 Initial Term. Unless otherwise specified on the face page of this Agreement, the initial term is twelve (12) months from the Agreement Date. Where equipment covered under this Agreement is financed through RCAP Leasing or Xerox XFS Leasing (or any successor or affiliated leasing entity), the term of this Agreement shall automatically match the term of the applicable lease, as noted on the face page. It is the Customer's responsibility to provide the Service Provider with accurate lease term details at the time of signing.

3.2 Auto-Renewal & Notice of Cancellation. This Agreement will automatically renew for an additional twelve (12) month term (or the applicable lease term where Section 3.1 applies) upon the expiry of the initial term and upon the expiry of each renewal term thereafter, unless the Customer provides the Service Provider with written notice of cancellation at least thirty (30) days prior to the expiry of the then-current term. If written notice of cancellation is not received by the Service Provider at least thirty (30) days before the renewal date, or if notice is received after renewal has already occurred, the Agreement is deemed renewed and the Customer will be bound for the full subsequent twelve (12) month renewal term. Each renewal term carries the same rates (subject to Section 6), obligations, and Early Termination Charge provisions as the preceding term. Upon termination at the natural end of any term:

1. The Customer shall pay a prorated charge for all toner and supplies already installed in managed devices, calculated based on the percentage of supply remaining;
2. The Customer shall return all delivered, unused toner and supplies to the Service Provider's premises within five (5) business days of the effective termination date. Failure to return unused supplies will result in the Customer being invoiced at the Service Provider's then-current retail prices for those items; and
3. All outstanding invoices become immediately due and payable on the termination date.

3.3 Early Termination Charge. If the Customer cancels this Agreement, or unenrols one or more devices, at any time other than within the thirty (30) day notice window prior to a renewal date — that is, if cancellation takes effect before the natural end of the then-current term — the Customer shall pay to the Service Provider an Early Termination Charge calculated as follows:

Early Termination Charge = ($35.00 + Asset Management Fee) × Number of Enrolled Devices × Remaining Months in Term

For clarity:

1. The $35.00 base charge per device per remaining month represents the minimum cost to the Service Provider for consumables, parts, and service resources committed or installed in connection with each enrolled device that cannot be recovered as a result of the early termination;
2. The Asset Management Fee is the per-device monthly fee set out in Schedule "A" for each enrolled device;
3. Remaining Months means the number of full or partial calendar months remaining between the effective date of early termination and the natural expiry date of the then-current term, with any partial month counted as a full month;
4. Where equipment is subject to a lease through RCAP Leasing or Xerox XFS Leasing and the Customer terminates this Agreement prior to the end of the lease term, the Early Termination Charge applies for all remaining months of the lease term regardless of any separate obligations the Customer may have to the lessor; and
5. The Early Termination Charge is in addition to, and not in substitution for, any outstanding invoices, prorated supply charges, or unreturned supply costs owing under Section 3.2.

All Early Termination Charges are due and payable within fifteen (15) days of the Service Provider's invoice and are subject to the same interest and collection provisions set out in Section 2.1.

4. Equipment Condition & Acceptance

Upon installation, the Customer acknowledges that the covered equipment is in good working condition. Any defects or concerns must be raised in writing within five (5) business days of installation; thereafter, the Customer is deemed to have accepted the equipment in good working order.

5. Assignment

This Agreement is personal to the Customer and may not be assigned, transferred, or subcontracted without the prior written consent of the Service Provider, except to a wholly-owned subsidiary or parent entity that agrees in writing to be bound by all terms hereof. The Service Provider may assign this Agreement upon thirty (30) days' written notice to the Customer.

6. Renewal, Cancellation & Amendments

As set out in Section 3.2, this Agreement automatically renews for successive additional terms of twelve (12) months each unless the Customer provides written notice of cancellation at least thirty (30) days prior to the expiry of the then-current term. Failure to provide timely written notice — whether before or after the renewal date — results in the Customer being bound for the full twelve (12) month renewal term, subject to the Early Termination Charge provisions in Section 3.3 if the Customer subsequently seeks to cancel mid-term. The Service Provider may amend service charges or other terms on thirty (30) days' written notice to the Customer; the Customer may reject such amendments by providing written cancellation notice within that thirty (30) day period without incurring an Early Termination Charge. An annual cap of 10% applies to any increase in cost-per-copy rates in any single renewal term.

7. Equipment Alterations & Identification

During the term, the Customer shall not make alterations, modifications, or additions to the equipment without prior written consent. The Customer shall not deface or remove any identification plates, serial numbers, or asset tags. The Service Provider may add asset tags or identification data with prior notice.

8. Taxes

The Customer is responsible for all applicable taxes (including GST/HST), government levies, and similar charges relating to the equipment, consumables, and services provided under this Agreement, and all such amounts will be added to invoices as required by law.

9. Entire Agreement & Amendments

This Agreement, together with Schedule "A", constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, or agreements, whether oral or written. No amendment is effective unless made in writing and signed by authorized representatives of both parties. No employee, agent, or representative of the Service Provider has authority to alter this Agreement orally.

10. Notices

Any notice required or permitted under this Agreement may be given by email (with written confirmation of receipt), courier, or prepaid registered mail to the addresses set out on the face of this Agreement. Either party may change its address for notice by written notification to the other. Notices sent by registered mail are deemed received three (3) business days after mailing; email notices are deemed received on the next business day following confirmed delivery.

11. Equipment Ownership

All equipment provided by the Service Provider under this Agreement remains the sole property of 2668981 Alberta Incorporated unless the Agreement expressly provides otherwise or title passes pursuant to a separate written lease or purchase agreement. The Customer shall not grant any lien, security interest, or encumbrance over Service Provider equipment.

12. Limitation of Liability

To the maximum extent permitted by applicable law, the Service Provider's total aggregate liability to the Customer under or in connection with this Agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable to the other for indirect, incidental, special, or consequential damages, loss of profits, or loss of data, however caused and regardless of the theory of liability, even if advised of the possibility of such damages.

13. Privacy & PIPEDA / Alberta PIPA Compliance

The parties agree to comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Personal Information Protection Act (Alberta PIPA, SA 2003, c. P-6.5) with respect to any personal information collected, used, or disclosed in connection with this Agreement. Neither party will use personal information obtained in the course of this Agreement for any purpose other than the performance of the Agreement.

14. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of Alberta sitting in Edmonton. If a dispute cannot be resolved by good-faith negotiation within thirty (30) days of written notice, the parties agree to attempt mediation before commencing litigation, with costs split equally.

15. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

16. Binding Effect

This Agreement binds and benefits the parties and their respective legal personal representatives, heirs, executors, administrators, successors, and permitted assigns.