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Service and Maintenance Terms and Conditions

  1. Scope

    Subject to the terms of this Service Agreement, Kornit shall provide the support and maintenance services described herein (“Services“) with respect to the System, in accordance with the terms of the Service selected (Basic/Advanced/Elite).

  2. Definition
    1. “Effective Date” means the later of: (i) the date hereof, or (ii) the first date following the termination of the Warranty Period, as such term is defined in Kornit’s Product Use Terms and Conditions, available at Kornit Website.
    2. “Kornit” means Kornit Digital Ltd. or its affiliates.
    3. “Kornit Website” means the Kornit website located on the Internet at kornit.com.
    4. “KB Training” means the Kornit’s basic technical and application training provided by Kornit with respect to the Systems.
    5. “CCS” (Customer’s Certified Staff) means customer’s personal who have attended and completed successfully a KB Training.
    6. “Confidential Information” as such term is defined in Section 1.
    7. “Documentation” means Kornit’s user manuals that are delivered with the System which describe the features, functionality and proper use of the System.
    8. “Error” means an error in the System that causes the System to fail to comply substantially with the System’s specifications set out in the Documentation.
    9. “Error Correction” means the use of commercially reasonable efforts to correct Errors, provide a workaround, or replace parts of the System, as determined solely by Kornit, through the provision of Remote Service and/or Onsite Service, in accordance with this Service Agreement.
    10. “Initial Term” as such term is defined in Section 9.
    11. “Maintenance Software Release” means a minor functional and technical updates of the System, and contains mostly bug fixes.
    12. “On-site” means the Customer’s site at which the System/s is/are located.
    13. “Priority A Error” means an Error that renders a System inoperative or causes a System to fail.
    14. “Priority B Error” means an Error that substantially degrades the production of a System or materially restricts Customer’s use of a System.
    15. “Priority C Error” means an Error that does not impact the production of a System or Customer’s use of a System.
    16. “Remote Service” means remote troubleshooting assistance for common System Service issues, when available, via phone-call, on-line measurements (Kornit Website, chat etc.), or email.
    17. “Renewed Term” as such term is defined in Section 9.
    18. “System” means the Kornit printing system specified in the Cover Section, including the hardware and software components thereof (the “Hardware” and “Software“, respectively).
    19. “Service Hours” means the hours in which Telephone Service and Online Service are available, as specified in the chart in Section 1(Service Levels) below.
    20. “Service Fee” as such term is defined in Section 1.
    21. “Service Plan” shall mean the Basic or Advanced or Service Plan offered by Kornit to Customer, as set forth in the Cover Section attached hereto.
    22. “Term” as such term is defined in Section 9.
    23. “Updates” means all published revisions and corrections to the printed documentation and corrections and new releases of the System which are generally made available to Kornit’s Serviced Customers at no additional cost or for media and handling charges only. Updates shall not include any options or future Systems which Kornit sells separately.

  3. Precondition

    At least one (1) CCS per two (2) Systems shall have attended and completed the appropriate KB Training determined and provided by Kornit not later than three (3) months following the Effective Date. The KB Training shall be held in English and shall during approximately four (4) business days (may vary according to the type of System). The location and time for such training will be determined by Kornit, after providing the Customer a reasonable advanced notice thereof. The KB Training shall be provided at Kornit’s applicable training rates. Customer shall bear all expenses related to its personnel including, but not limited to, insurance, transportation, meals and hotels.

    CCS shall be entitled to conduct Error Corrections in accordance with his/her specific certification pursuant to the KB Training, provided that he/she shall inform Kornit in writing (including by via SalesForce) prior to conducting such Error Correction.

  4. Service Level

    1. Kornit shall provide Error Correction services in accordance with the chart below.

      Priority A Errors Priority B/C Errors
      Service Hours (excluding Kornit’s local national and religious holidays) Monday – Friday
      8:00 a.m. to 5:00 p.m.      		 Monday – Friday
      8:00 a.m. to 5:00 p.m.
      First Response Times for Acknowledgement (“FRT“) commencing on the Customer’s report of an Error Up to (4) hours during Service Hours Up to Seven (7) hours during Service Hours
      Remote Service up to six (6) hours commencing at the end of the FRT and only during the Service Hours (e.g. if a call was received at 4:00 p.m. the count of the Remote Service will be one (1) hour at the same day and five (5) hours at the next business date). up to one (1) business day commencing at the end of the FRT during the Service Hours (e.g. if a call was received at 4:00 p.m. the Remote Service will be extended by the end of the next business day).
      Parts Shipment terms of parts will be in the next business day following Kornit’s decision during the Remote Service that parts are necessary. Shipment terms of parts will be in the next two business day following Kornit’s decision during the Remote Service that parts are necessary.
      On-site Service Availability Within 48 hours for Basic Support level, 36 hours for Advanced Support level, and 24 hours for Elite Support level, from the point at which Kornit determines, in its sole discretion, that On-site Service is required following the Remote Support. On-site visit will be coordinated with the Customer. Within four (4) business days from the point at which Kornit determines, in its sole discretion, that On-site Service is required following the Remote Support. On-site visit will be coordinated with the Customer.
    2. Service Contacts. Customer shall designate one or more Service contacts that are authorized to submit System Errors to Kornit for resolution hereunder, as set forth in the Cover Section.
    3. Exclusions. Service Services excludes, and Kornit shall have no responsibility hereunder to Service, any and all of the following:

      1. Systems that have been altered, modified, or (in the case of the System’s Hardware) opened by Customer or any third party other than Kornit’s authorized customer Service personnel;
      2. Software that has been incorporated or bundled with other software or hardware not provided by Kornit;
      3. Software that is not a Serviced Release;
      4. Systems not installed by Kornit’s authorized customer Service personnel;
      5. Damage to the Hardware or Software caused by Customer’s negligence, abuse or use other than as specified in the System Documentation, natural disasters, acts of God (such as but not limited to, lightening, flooding, tornado, earthquakes and hurricanes), or other factors beyond the control of Kornit;
      6. redesigning, rearchitecting or reconfiguring a Customer’s network; or training, program coding, system design, applications development, project management, facilities management, or third-party products not expressly included within the System or otherwise approved by Kornit, including improper or unauthorized use thinner, solvents, inks or other consumables;
      7. Software Errors not reproducible by Kornit at Customer’s environment or not presented in Kornit’s logs;
      8. System relocation from its original installation location;
      9. Consumables, accessories, and upgrades are not covered by the parts discount; and
      10. Labor incurred for System accessory or upgrade installation.
    4. Customer Responsibilities. As a condition to Kornit’s obligations under this Service Agreement, the Customer shall have the following responsibilities:

      1. Training. Customer shall participate at the KB Training as set forth in Section 3
      2. Software/Data Backup. It is the Customer’s responsibility to complete a backup of all existing data, software, and programs connected to the Systems prior to Kornit performing any Onsite Service or Remote Service.
      3. Cooperate with Kornit Remote Service and On-site Service Personnel Technician. Customer agrees to cooperate with and follow the instructions given by Remote Service, Onsite Service and Third-Party Service personnel and to provide assistance, information, services, consumables and facilities as may be requested by Kornit to perform the Service Services.
      4. On-site Obligations. Where Services require On-site Service or Remote Service, Customer must provide free, safe and sufficient access to Customer’s facilities and the System and any associated computer equipment on which the System is installed. Sufficient access includes working space, electricity, VPN and a local telephone line. Customer must provide Kornit’s personnel with any local safety policies and regulations which are applicable to it.
      5. Routine Maintenance. Customer agrees to perform all routine maintenance procedures and maintain the System, as specified in the Documentation and according to applicable law.
      6. Software Updates. Customer will promptly install and maintain all Software Updates and procure any additional equipment or software that may be required for, or as a result of, such installation and maintenance, all in accordance with Kornit’s written instructions.
      7. Return of Parts. Customer will promptly return to Kornit, the following parts at its expense, within 30 days from receiving the new or refurbished parts:

        • Replaced Parts – print heads, system, computer, electronics, dryers, battery, cables, circuit boards, encoder strips, or
        • All un-used new or refurbished parts.

        Failure to return the defective/new or refurbished parts within the above time period shall result in a charge to Customer for those unreturned parts (or, with respect to print heads, reduction from the maximum replacements provided under the Agreement).

      8. Customer shall not permit any person other than Kornit’s authorized representatives (including the CCS, only with respect to Errors they were certified to correct pursuant to the KB Training) to perform maintenance or attempt any repair to the System, except with Kornit’s prior written authorization.
      9. All systems owned or otherwise used by the Customer shall be subject to the same Service Plan (Basic/Advanced). In the event that a system was purchased by the Customer during the Initial Terms or any Renewed Term, such new system will be added to this Service Agreement following the end of the warranty period granted to such system, for the reminder of the then current Term.
      10. Preventive Maintenance Kit Parts Schedule. Annual preventive maintenance kit (parts) can be provided at any time during the term of this Agreement, subject to at least 30-day written advanced notice by Customer to Kornit.
  5. Repair and Replacement of Parts.

    Kornit shall have sole discretion regarding the replacement or repair a defective part. Defective part that was replaced shall be retained and owned by Kornit. Kornit warrants that for a period of thirty (30) days following installation of a replaced part, such part shall be free from material defects in material and workmanship, otherwise, such replaced part will be replaced/repaired free of charge, provided that any replaced part is replaced/installed only by operators certified by Kornit. Customer acknowledges that spare parts provided by Kornit under this Agreement may be new, used, or refurbished parts, based on availability.

  6. Service Fees.
    1. Customer shall pay Kornit, for the provision of the Services under the Service plan, a service fee as set forth in the Cover Section (the “Service Fee“), according to the payment terms specified herein. In the event that the System covered under this Agreement is upgraded by the Customer, this Agreement will terminate immediately and the provisions of Section 9.6 will apply. The Customer and Kornit will enter into a new agreement which will commence on the date of installation of the new system. The price of this upgraded agreement will be determined by Kornit’s most current list price.
    2. Kornit is entitled to increase the Service Fee by 3% during each Renewed Term to cover any CPI increases. If the Service Fee are increased by more than 3% Kornit shall provide the Customer with a written notice upon no less than thirty (30) days prior to the expiration of each Initial Term or Renewed Term.
    3. Additional Payments: In the event that Customer requests Services that are not part of Customer’s executed Service Plan (such as System re-installation, special visits, etc.), or Customer requests after Working Hours Service, such services shall be provided subject to Kornit’s sole discretion and Customer shall be charged on a time-and-material basis, based on Kornit’s then current price list.
    4. In the event that prior to the intended Effective Date of this Agreement, the System was not covered under either the initial Warranty or a Kornit Service agreement, this Agreement shall enter into effect provided Customer shall pay Kornit the cost of a full checkup to the System in order to make sure it is operating according to the Documentation and repairing any Errors in the System (including installation of any Software Updates, if applicable), which shall be charged according to Kornit’s then current time-and-materials price list.
    5. Payment Terms: Payment dates are as set forth in the Cover Section. Unless otherwise specified therein, all payments shall be made within thirty (30) days from the date of Kornit’s invoice. If an invoice remains unpaid following its due date, then at Kornit’s sole discretion, interest may be due on the unpaid balance at the rate of one percent (1%) per month or the maximum rate of interest allowed to be contracted for by applicable law, (whichever is less) commencing upon the date payment is due.
    6. Taxes: Customer agrees to pay when due (or, if necessary, reimburse Kornit for) any applicable sales tax, VAT, use, property, excise, and other taxes which may be applicable in relation to the Service Services hereunder.
  7. Warranty; Limitation of Liability.
    1. Kornit’s sole responsibility under this Service Agreement shall be to exercise all commercially reasonable efforts to provide the Services (including Error Corrections).
    2. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, KORNIT DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    3. Kornit and its affiliates and representatives shall have no liability with respect to its obligations under this Service Agreement for any loss of profits or other economic loss or for consequential, special, exemplary, indirect, punitive or incidental damages, even if Kornit has been advised of the possibility of such damages. Kornit’s sole liability, including, without limitation, liability arising out of contract, negligence, and strict liability in tort or warranty, shall not exceed any amounts paid by Customer and actually received by Kornit for the Service Services for the then-current 12-month period.  In no event will Kornit or its affiliates or representatives be liable for costs of procurement of substitute products or services by Customer.
    4. If Kornit determines that an error was not an Error in the System, Kornit will have the right to charge Customer for the time spent and materials used in handling and diagnosing the matter, at its applicable standard rates, as shall be from time to time, and for travel expenses, if any.
  8. Confidentiality, Intellectual Property; Non-Solicitation
    1. Each party warrants that it shall hold in confidence and trust, and not disclose, directly or indirectly, any Confidential Information (as defined below) to anyone other than its employees and/or representatives that have entered into confidentiality undertakings at least as stringent as those contained herein and then only on a need-to-know basis, without the prior written consent of the other party. Each party shall use the Confidential Information only to use and maintain the System. For the purposes of this section, “Confidential Information” shall mean, (i) the terms of any agreement signed between the Parties hereto, or any form, quotation or purchase order, or (ii) any information disclosed by one party that has been created, discovered, or developed by or on behalf of such disclosing party, or that has been made known to the disclosing party by a third party and that is not generally known by anyone other than disclosing party and/or disclosing party’s employees, including but not limited to, business data, assessments, financial statements, financing data investments, interests, marketing information, subsidiary companies, products, plans, technical data, intellectual property, know-how, trade secrets or manufacturing information.
    2. Confidential Information does not include information which the receiving party demonstrates by written records that is: (a) rightfully in the receiving party’s possession before receipt from the disclosing party; (b) in the public domain without the fault of the receiving party, provided however, that Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combinations thereof, are now or become, known to the public; (c) received by the receiving party from a third party to the extent such third party permits use beyond the scope of this Agreement; (d) independently developed by the receiving party without access, use or knowledge, either directly or indirectly, of such Confidential Information; (e) disclosed by the receiving party with the disclosing party’s prior written consent; or (f) which is required by law, government order or request (including any stock exchange rules) to be disclosed.
    3. Customer shall not make use of any trademark, trade name, or other intellectual property of Kornit, its parent, subsidiaries, affiliates, licensors, manufacturers or suppliers without the prior written consent of Kornit. Any intellectual property rights associated with Service Services and Systems provided under the Agreement shall remain with Kornit and/or its licensors.
    4. Customer undertakes that during the Term (including any Renewal Term) and for a period of 6 months thereafter: (i) Customer shall not, directly or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee of Kornit or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s engagement with Kornit; and (ii) Customer shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with Kornit.
  9. Term, Termination, Suspension of Performance
    1. The minimum initial term of this Agreement (the “Initial Term“) shall be for a period of twelve (12) months, beginning on the Effective Date. Thereafter, the Agreement shall automatically renew for successive twelve (12) month periods (the “Renewed Term(s)“). Initial Term and any renewal thereof are referred to herein as the “Term“.
    2. Notwithstanding Section 1 above, Kornit may terminate the Agreement for cause upon thirty (30) days’ notice, if Customer fails to operate or use the System in accordance with the Documentation, the use for which it was intended or designed, or for which it has been configured, or if Customer fails to maintain the System in a manner which meets the requirements set out in the Site Preparation Guide provided by Kornit and Documentation.
    3. Additionally, either party may immediately terminate the Agreement and/or suspend the provision of Services or supply of System spare parts immediately in any of the following events: any insolvency/bankruptcy proceeding are initiated by or against the other party, including appointment of a receiver or liquidator.
    4. Either party may terminate the Agreement by a written notice if the other party is in breach of any material provision of the Agreement (including the terms of this Annex) or defaults on any obligation to the other party and fails to cure such default following 10 days’ notice thereof.
    5. Either party shall be entitled to terminate this Agreement for convenience by providing the other party with a written notice of termination, ninety (90) days in advance. For the avoidance of doubt, the Initial Term may not be less than 12 months.
    6. In the event of termination during a Renewed Term, for any reason, the Customer will pay Kornit for the pro-rata portion of the Service Fees of such Renewed Term until the date of termination. In addition, with respect to parts, print heads and preventive maintenance kit (parts), to the extent that the Customer consumed them during term commencing on the beginning of the Renewed Term and ending at the end of the notice period, Kornit will be entitled to charge the Customer for such parts, print heads and preventive maintenance kit, in accordance with Kornit’s then current price list, by multiplying  the number of month remained until the end of the original Renewed Term divided by twelve).
  10. Privacy
    1. For the purpose of processing and managing this Service Agreement and our relationship, Kornit will be required to collect and process your personal information (or, as applicable personal information of contact person(s) of the Customer). Kornit shall only use such personal information for the above purposes. Kornit may share such personal information with third parties to the extent needed for its business and operational needs (including IT providers such as cloud vendors). When providing such personal information to Kornit, you consent to the collection, the processing and the transfer of your personal data as detailed above. You agree that the data may be accessed by Kornit or any of its suppliers, group members and agents, for the above purposes, and the data may be accessed from outside Customer’s country.
    2. Assignment. Neither party shall assign the Agreement or any of its rights or obligations hereunder, nor shall either party delegate any performance hereof without the other party’s prior written consent. In the event that either party shall assign the Agreement or any of its rights or obligations hereunder, or delegate any performance hereof without the other party’s prior written consent, the Agreement shall immediately terminate. In case the Customer would like to assign this Agreement, Kornit will conduct an on-site inspection of the System at its new location, at Customer’s expense. Following such inspection, Kornit will decide, at its sole discretion, whether to allow the assignment of this Agreement. Notwithstanding the aforesaid: (i) Kornit has the right to assign to its subsidiaries, affiliates and subcontractors, its rights and obligations hereunder or any part thereof and, (ii) Kornit has the right to assign its rights and obligations hereunder or any part thereof to any other entity due to a consolidation or merger of the Kornit with or into, or a sale of all or substantially all of the Kornit’s assets to, or substantially all of Kornit’s issued and outstanding share capital to, such other entity.
    3. Entire Agreement, Modifications. The Agreement including its Exhibit(es) is the complete statement of the agreement of the parties with regard to the subject matter hereof and may be modified only by a writing signed by both Parties.
    4. Applicable law and Jurisdiction. The Agreement is governed by the laws of [Israel/New York/England/Hong Kong], excluding its conflicts of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. Customer hereby submits to the exclusive jurisdiction and venue of the court of competent jurisdiction in [Tel Aviv, Israel/New York, New York/London, England Hong Kong], with respect to all matters in connection with this Agreement.
    5. No Waiver. Any waiver of one or more of the terms and conditions of the Agreement or any default hereunder, shall not be deemed a waiver of the remaining terms and conditions hereof, or of any prior or subsequent default hereunder. No failure or delay by either party in exercising or enforcing any right hereunder or under any applicable law, shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder or under any applicable law.
    6. Notices. All notices and communications between the parties shall be in writing and sent by (i) certified mail, returned receipt requested; or (ii) overnight courier; or (iii) confirmed facsimile or email transmission to the addresses set forth above, or to such other address(es) of which notice is given in accordance with this Section. Any such notice shall be deemed to have been served five (5) business days after it has been posted, or when actually received by the addressee if sooner, or when actually tendered in person, to the addressee, provided, however, that notice may be sent by facsimile or email and confirmed by certified mail as aforesaid, and such notice shall be deemed to have been given the first business day after such facsimile or email has been sent or when actually received by the addressee, whichever is earlier.
    7. Severability. Any provisions of the Agreement which is, or deemed to be, unenforceable in any jurisdiction shall be severable from the Agreement in such jurisdiction without in any way invalidating the remaining provisions of the Agreement, and that unenforceability shall not make that provision unenforceable in any other jurisdiction.