Terms and Conditions by Guy Broadhurst February 16, 2007 -- There are several phases to every sale or installation. They begin when a customer is deciding which digital press to buy, continue through contract negotiations and wind up with installation and training. Ongoing support follows, but that is a different area that we will leave for another column. The middle step, contract negotiation, is where we land this month. Contracts of all kinds are defined by a series of terms and conditions. When purchasing and installing a major printing system, or any major technology initiative, the details can become a little overwhelming. So can the legalese once the lawyers get involved. As in so many things in life, the whole process will go a lot more smoothly if the expectations and requirements of all those involved are discussed and mapped out and agreed to in advance. Details, Details No matter which side of the table you are on, begin by listing all the requirements you expect to be met and the deadlines and you need to meet and compile these into a master schedule. Print providers may be driven by existing SLAs with their customers, so they should include any specific customer-related needs associated each deadline. Because we all know things don't necessarily go according to plan, it can be very useful to agree on "optimal," "acceptable" and "drop dead" dates for each event. Since system installations usually take place over a period of time, discuss when various components of the solution will be delivered and make them part of the conditions of the agreement. For instance, a print engine is delivered on one date, post-processing equipment on another, and new mailing equipment must be installed by a third date. These milestones allow testing to take place during a specified period. Meanwhile, a new application may be under development with testing planned for at a certain time. And don’t' forget vacation schedules may mean training on the new system has to take place in stages and also be subject to application development. While building this schedule and throughout the installation and implementation period, it's best to have one person acting as what big construction companies refer to as "clerk of the works." This is the project manager who knows everything that has to happen, when it is supposed to take place, and is responsible for riding herd on all the players and their moving parts. It's not uncommon for one equipment provider--usually the print engine vendor--to take this role and be responsible for scheduling other equipment, supplies and software providers. Perhaps obviously, all the other vendors must be fully aware of all expectations and have agreed to the master schedule. For the smoothest operation, though, be sure there are formalized secondary lines of communication with each of the players so questions can be answered and the schedule can be maintained when the lead project manager is unavailable. Mixing and Matching Because most printshops these days have equipment from different vendors and an existing production schedule to keep, it's important to plan the new install to work around critical monthly and quarter-end production periods. On a related note, any aspects of an installation that may affect availability of equipment already in place--such as relocating machines, connections and associated equipment--must be part of the master plan and steps to minimize disruption agreed on in advance. Installing print engines is the most visible part of the operation, but software is critical to the entire process, especially if it affects operation of previously installed equipment. While vendors do their best to ensure all the programs and tools involved will work together, detailed prior discussions are imperative to reduce or eliminate costly and time-consuming surprises. Complete candor is vital to make sure vendors know not just which commercially available software tools you're using but what versions are on your different computers. It's also vital to know about any homegrown or customized software you may have and how you use it so it can be integrated into the new system. Terms and Conditions These points are a high-level view, but they lead us to the next part of this which is the actual contract. I'm not a lawyer and don't pretend to understand all the legalese that make up contracts, but they are part of doing business. After all, when you buy a house, a car or even an extended warranty on a TV there is a whole lot of fine print. Still, creating and executing a contract for the installation of a new printing system hinges on just the topics I've noted. While there is usually discussion around each and every condition and clause, agreeing to specific milestones and goals in advance makes the crafting of a contract easier and facilitates setting of interim payments based on meeting specific requirements. Obviously, contracts have to include indemnification clauses, limitations and penalties for times when schedules and expectations are not met, but there is much less likelihood of these being invoked if the responsibilities and expectations of all parties are agreed to in advance. A Little Understanding Goes a Long Way My advice is to create the plan and schedule with your vendors and reach agreements in principle. Write it all down. Then with those in mind, get the terms and conditions specified in legal terms and move forward. But the key is mutual understanding of all the challenges, issues and concerns among all involved. Like in so many things, communication and understanding make things better. Give your feedback to Guy. He can be reached at [email protected].