Storage, Records Management and Related Services
1.1 In this Agreement, unless the context otherwise requires:
1.2 References to legislation include any amendment, extension, re-enactment or replacement of that legislation from time to time.
1.3 Headings are for convenience only and shall not affect interpretation.
1.4 In the event of inconsistency between these Terms and Conditions and any expressly agreed written contract signed by both parties, the signed contract shall prevail.
2.1 The Company shall store the Goods at the Premises or at such other secure premises as the Company may reasonably determine.
2.2 The Company shall use reasonable skill and care in the provision of the Services.
2.3 Goods shall be packed in Containers in a manner appropriate to the nature of the Goods and as agreed between the Company and the Client.
2.4 The Client shall ensure that all Containers are properly labelled, accurately listed and suitable for safe storage, handling, retrieval, transportation and, where applicable, destruction.
2.5 The Company may relocate Goods between its premises or approved storage locations where reasonably necessary for operational, security, resilience or business continuity purposes, provided that the Company maintains appropriate safeguards for the Goods.
3.1 This Agreement shall commence on the date the first Client archive box or other Goods are received into storage by the Company.
3.2 The Agreement shall continue for an initial term of twelve months and shall automatically renew on an annual rolling basis unless terminated in accordance with this Agreement.
3.3 After the initial twelve-month term, the Client may terminate this Agreement by giving not less than ninety days written notice to the Company.
3.4 Storage charges during the notice period shall be calculated for the full ninety-day period based on the quantity of Goods held by the Company at the date of the notice of termination.
3.5 Goods shall be made ready for permanent withdrawal only following payment in full of all outstanding storage, retrieval, withdrawal, destruction, administration and termination charges due to the Company.
3.6 The Company shall make Goods available for permanent withdrawal at a maximum rate of 100 boxes per Business Day, unless otherwise agreed in writing.
3.7 If the volume of Goods means withdrawal will take longer than the ninety-day notice period, monthly storage charges shall continue to apply to any remaining Goods until all Goods have been withdrawn, destroyed or otherwise dealt with in accordance with the Client's written instructions.
3.8 Destruction orders shall be limited to 75 boxes per week for file-managed destruction and 100 boxes per week for box-managed destruction, unless otherwise agreed in writing.
3.9 Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach of this Agreement and, where capable of remedy, fails to remedy that breach within thirty days of written notice requiring it to do so; (b) repeatedly breaches this Agreement in a manner that reasonably demonstrates an inability or unwillingness to comply with its obligations; (c) becomes insolvent, enters administration, liquidation, receivership, bankruptcy, winding-up or any similar process; or (d) ceases or threatens to cease carrying on business.
3.10 The Company may suspend Services where any invoice remains unpaid after its due date, provided that the Company has given the Client reasonable written notice of the overdue amount.
3.11 Termination shall not affect any accrued rights, liabilities or obligations of either party.
4.1 The Client shall pay the charges set out in the applicable schedule of charges, quotation, proposal or service schedule.
4.2 Storage charges shall be payable in advance, unless otherwise stated in the applicable schedule of charges.
4.3 Charges for collection, receipt into storage, retrieval, delivery, destruction and other Services shall be invoiced monthly in arrears, unless otherwise agreed.
4.4 Invoices shall be payable within thirty days of the date of invoice, without deduction, set-off or withholding except as required by law.
4.5 The Company may vary its charges by giving the Client not less than thirty days written notice.
4.6 Revised charges shall apply to Services provided after the effective date of the change unless otherwise agreed in writing.
4.7 By continuing to use or accept the Services after receiving notice of a price change, the Client shall be deemed to have accepted the revised charges.
4.8 Where the Client is a persistent late payer, meaning more than two invoices paid more than forty-five days after invoice date in any rolling twelve-month period, the Company may require the Client to complete a direct debit mandate.
4.9 The Company shall have a lien over all Goods and materials held by it for any unpaid charges owed by the Client.
5.1 The Client warrants that: (a) it is the owner, lawful custodian or authorised controller of the Goods; (b) it has full authority to enter into this Agreement and to instruct the Company in relation to the Goods; (c) the Goods are not dangerous, hazardous, combustible, explosive, toxic, radioactive, infectious, illegal, perishable or otherwise unsuitable for storage; (d) the Goods do not contain anything that may contaminate, damage or adversely affect the Company's premises, personnel, equipment or other clients' goods; (e) all schedules, inventories, barcodes, labels, indexes and other information supplied to the Company are complete and accurate; and (f) the Client is contracting as principal and not as agent unless expressly agreed in writing.
5.2 The Company shall not be liable for any loss, damage, delay, cost or inconvenience caused by any discrepancy, error, omission or inaccuracy in information supplied by the Client.
5.3 The Client shall indemnify the Company against all losses, claims, damages, liabilities, costs and expenses arising from any breach of this clause.
6.1 The Client and persons authorised by the Client may, by prior appointment, access or collect Goods during Business Hours.
6.2 The Client shall provide the Company with an up-to-date list of authorised personnel.
6.3 The Company may refuse access to any person who: (a) is not listed as authorised by the Client; (b) fails to provide satisfactory proof of identity; (c) fails to comply with the Company's site rules, security procedures or health and safety requirements; or (d) in the Company's reasonable opinion presents a security, safety or operational risk.
6.4 Changes to authorised personnel must be notified by email from an authorised Client contact and, where reasonably required by the Company, confirmed in writing.
7.1 The Company shall provide retrieval, collection and delivery services in accordance with the agreed service schedule and applicable charges.
7.2 Delivery and retrieval times are estimates only unless expressly agreed in writing as guaranteed service levels.
7.3 The Company shall not be liable for delay in collection, retrieval or delivery except where caused by the Company's negligence, wilful default or material breach of this Agreement.
7.4 Where urgent, same-day or priority retrieval services are available, such services shall be subject to additional charges and operational availability.
7.5 The Client shall ensure that appropriate personnel are available to receive Goods at the agreed delivery location.
8.1 Each party shall keep confidential all Confidential Information received from or relating to the other party.
8.2 The Company acknowledges that the Client has a proprietary and confidentiality interest in the Goods and in all information relating to the Goods.
8.3 The Company shall not disclose Confidential Information relating to the Client or the Goods except: (a) to its employees, officers, agents, subcontractors or professional advisers who need to know the information for the purposes of this Agreement; (b) where required by law, court order, regulator, enforcement authority or other competent authority; (c) where the information is already in the public domain other than through breach of this Agreement; or (d) with the Client's prior written consent.
8.4 The Company shall ensure that its employees, agents and approved subcontractors are subject to appropriate obligations of confidentiality.
8.5 The obligations in this clause shall continue after termination of this Agreement for as long as the information remains confidential.
9.1 Each party shall comply with all applicable Data Protection Laws, including the UK GDPR and the Data Protection Act 2018.
9.2 The parties acknowledge that, where the Goods contain Personal Data, the Client shall usually act as Controller and the Company shall usually act as Processor, unless otherwise agreed in writing.
9.3 The Company shall process Personal Data only: (a) on the documented instructions of the Client; (b) as necessary to provide the Services; (c) as required by applicable law; or (d) as otherwise agreed in writing.
9.4 The Client warrants that it has a lawful basis for storing, transferring, retaining, retrieving, destroying and otherwise processing any Personal Data contained in the Goods.
9.5 The Company shall ensure that persons authorised to process Personal Data are subject to appropriate duties of confidentiality.
9.6 The Company shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.
9.7 The Company shall assist the Client, taking into account the nature of the Services and information available to the Company, with: (a) responding to data subject rights requests; (b) managing Personal Data Breaches; (c) completing data protection impact assessments where relevant; and (d) demonstrating compliance with Data Protection Laws.
9.8 The Company shall notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed under this Agreement.
9.9 The Company shall not appoint a sub-processor to process Personal Data without the Client's prior general or specific written authorisation.
9.10 Where the Company appoints a sub-processor, the Company shall ensure that the sub-processor is subject to written obligations offering an equivalent level of protection for Personal Data as those set out in this Agreement.
9.11 On termination or expiry of this Agreement, the Company shall, at the Client's written option and subject to payment of all applicable charges, return or securely destroy Personal Data unless retention is required by law.
9.12 The Company shall make available to the Client such information as is reasonably necessary to demonstrate compliance with this clause and shall allow reasonable audits or inspections subject to confidentiality, security and operational requirements.
9.13 If any Personal Data is transferred outside the United Kingdom, the parties shall ensure that appropriate transfer safeguards are in place in accordance with Data Protection Laws.
10.1 The Company shall maintain appropriate physical, technical and organisational security measures having regard to the nature of the Goods and Services.
10.2 Such measures may include, where appropriate: (a) controlled access to storage premises; (b) visitor management procedures; (c) staff vetting and training; (d) secure handling procedures; (e) audit logs or inventory controls; (f) secure destruction processes; (g) malware, access control and system security measures for electronic systems; and (h) incident reporting procedures.
10.3 The Company shall take reasonable steps to prevent unauthorised access to, loss of, damage to or interference with the Goods.
10.4 The Company shall notify the Client of any material security incident affecting the Goods without undue delay after becoming aware of it.
10.5 The Client shall not include passwords, encryption keys, access credentials or live operational data within the Goods unless expressly agreed in writing and subject to appropriate safeguards.
11.1 The Company shall maintain appropriate business continuity and disaster recovery arrangements proportionate to the nature of the Services.
11.2 The Company's arrangements shall be designed to reduce the impact of events such as fire, flood, utility failure, cyber incident, premises disruption, staff unavailability or other serious operational disruption.
11.3 The Company shall take reasonable steps to restore affected Services as soon as reasonably practicable following a business continuity event.
11.4 Upon reasonable request, the Company shall provide the Client with summary information about its business continuity arrangements, subject to confidentiality and security restrictions.
11.5 The Company shall not be required to disclose information that would compromise the security of its premises, systems, staff or other clients.
12.1 Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
12.2 Such circumstances may include fire, flood, storm, extreme weather, pandemic, epidemic, war, terrorism, civil unrest, industrial action, utility failure, cyberattack, transport disruption, supplier failure, government restriction or regulatory intervention.
12.3 The affected party shall notify the other party as soon as reasonably practicable and shall take reasonable steps to mitigate the impact of the event.
12.4 If a force majeure event continues for more than ninety days, either party may terminate this Agreement by written notice.
13.1 The Company may use subcontractors, agents or third-party service providers to assist in providing the Services, including transportation, destruction, IT support, facilities maintenance and specialist storage services.
13.2 The Company shall remain responsible for the performance of the Services subcontracted by it.
13.3 Where subcontractors process Personal Data, the Company shall comply with the data protection requirements relating to sub-processors.
13.4 The Company shall ensure that subcontractors are subject to appropriate obligations of confidentiality, security and compliance.
14.1 The Client may, on reasonable written notice and not more than once in any twelve-month period unless required by law or following a material incident, request information or access reasonably necessary to verify the Company's compliance with this Agreement.
14.2 Any audit or inspection shall be conducted during Business Hours and in a manner that does not unreasonably disrupt the Company's business operations.
14.3 The Company may restrict access to areas, documents, systems or information where necessary to protect security, confidentiality, third-party rights, other clients' information or commercially sensitive information.
14.4 The Client shall ensure that any auditors, consultants or third parties involved in an audit are subject to confidentiality obligations acceptable to the Company.
14.5 The Client shall bear its own costs of any audit unless the audit identifies a material breach by the Company.
15.1 The Company shall maintain insurance policies appropriate to the nature of its business and the Services provided.
15.2 Such insurance may include, where appropriate: (a) public liability insurance; (b) employers' liability insurance; (c) professional indemnity insurance; (d) goods in care, custody or control insurance; (e) cyber liability insurance; and (f) property or premises insurance.
15.3 Upon reasonable request, the Company shall provide confirmation that relevant insurance cover is in place.
15.4 The Client acknowledges that the Company's insurance may not cover the full commercial, evidential, regulatory, sentimental or replacement value of the Goods unless specifically agreed in writing.
16.1 Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) breach of Data Protection Laws to the extent liability cannot lawfully be limited; (e) breach of confidentiality where such limitation would be unenforceable; or (f) any liability that cannot lawfully be limited or excluded.
16.2 Subject to clause 16.1, the Company's liability for loss of or damage to Goods shall be limited to the lesser of: (a) the reasonable replacement cost of the affected Goods; (b) GBP 1.80 per square foot of storage space occupied by the affected Goods; or (c) such other amount as may be expressly agreed in writing.
16.3 Subject to clause 16.1, the Company's total aggregate liability to the Client, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the total charges paid by the Client to the Company in the twelve months preceding the event giving rise to the claim.
16.4 Subject to clause 16.1, the Company shall not be liable for: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of goodwill; (e) loss of anticipated savings; (f) loss of contract; (g) indirect or consequential loss; or (h) loss arising from the intrinsic value, evidential value or regulatory value of the Goods unless expressly agreed in writing.
16.5 The Client acknowledges that the charges have been calculated on the basis of the liability limitations set out in this Agreement.
16.6 If the Client considers that the Goods have a higher value or require enhanced protection, the Client must notify the Company in writing before deposit of the Goods and the parties may agree additional charges, insurance or special arrangements.
17.1 Any claim by the Client for loss of or damage to Goods must be notified to the Company in writing as soon as reasonably practicable.
17.2 In any event, a claim must be notified no later than sixty days after: (a) return of the relevant Goods to the Client; or (b) the date on which the Client is notified that loss, damage or destruction has occurred, whichever is earlier.
17.3 The Client shall provide reasonable evidence in support of any claim, including details of the affected Goods, alleged loss, date of discovery and supporting documentation.
17.4 Failure to notify a claim within the period stated in this clause may prejudice the Client's ability to recover losses, except where such restriction would be unenforceable by law.
18.1 Any notice given under this Agreement shall be in writing and shall be sent by: (a) hand delivery; (b) pre-paid first-class post; (c) recorded delivery or special delivery; (d) recognised courier service; or (e) email, where the receiving party has provided an email address for notices.
18.2 Notices shall be sent to the postal address or email address last notified by the receiving party.
18.3 A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by first-class post or recorded delivery, two Business Days after posting; (c) if sent by courier, at the time recorded by the courier as delivered; and (d) if sent by email, at the time of transmission, provided no automated delivery failure notification is received.
18.4 Notices sent outside Business Hours shall be deemed received at 9.00 a.m. on the next Business Day.
18.5 This clause does not apply to service of legal proceedings, which shall be governed by the applicable procedural rules.
19.1 The Client shall retain ownership of the Goods and all intellectual property rights in the contents of the Goods.
19.2 The Company shall not acquire any ownership rights in the Goods by reason of possession, storage, indexing, scanning, handling or management of the Goods.
19.3 Any indexes, barcodes, metadata, inventory records, retrieval logs, destruction certificates or operational records created by the Company in connection with the Services shall remain the property of the Company unless otherwise agreed.
19.4 The Company grants the Client a non-exclusive right to use such operational records to the extent reasonably necessary for audit, regulatory, evidential or compliance purposes.
20.1 Where the Company provides scanning, digital storage, electronic indexing, digital retrieval or other electronic records services, such services shall be subject to any additional service schedule agreed between the parties.
20.2 The Client shall ensure that it has all necessary rights, consents and lawful bases to instruct the Company to scan, digitise, store, process, retrieve or destroy electronic records.
20.3 Unless expressly agreed in writing, the Company does not warrant that digitised records will be legally admissible as originals or suitable for any specific regulatory purpose.
20.4 The Client shall be responsible for determining its own statutory, regulatory, evidential and retention requirements.
21.1 Each party shall comply with all laws and regulations applicable to its performance of this Agreement.
21.2 The Client shall be responsible for ensuring that the retention, storage, retrieval, destruction and processing of the Goods complies with any laws, regulations, professional rules or sector-specific requirements applicable to the Client.
21.3 The Company shall provide the Services in accordance with applicable laws relating to its business operations.
22.1 Each party shall comply with the Bribery Act 2010 and all applicable anti-bribery and anti-corruption laws.
22.2 Neither party shall offer, promise, give, request, agree to receive or accept any bribe, inducement, facilitation payment, secret commission or improper advantage in connection with this Agreement.
22.3 Each party shall maintain proportionate procedures designed to prevent bribery and corruption.
22.4 A breach of this clause shall be deemed a material breach entitling the non-breaching party to terminate this Agreement immediately.
23.1 Each party shall comply with applicable modern slavery and human trafficking laws.
23.2 Each party shall take reasonable steps to ensure that slavery, servitude, forced labour and human trafficking are not taking place in its business or supply chains.
23.3 A material breach of this clause shall entitle the non-breaching party to terminate this Agreement immediately.
24.1 Each party warrants that it is not subject to any applicable sanctions, trade restrictions or asset-freezing measures that would prevent it from performing this Agreement.
24.2 The Client shall not deposit Goods with the Company where doing so would breach applicable sanctions, export control or trade restriction laws.
24.3 The Company may refuse to accept, store, retrieve, release or transport Goods where it reasonably believes that doing so may breach applicable law.
25.1 This Agreement and any variation may be executed using electronic signature, unless otherwise required by law.
25.2 Electronic signatures shall have the same effect as handwritten signatures.
25.3 The parties may communicate by email for operational matters, service requests, account administration and notices where permitted by this Agreement.
26.1 The Company may update operational procedures, service processes, security requirements and schedules of charges from time to time, provided that any material change affecting the Client's rights or obligations shall be notified in writing.
27.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, correspondence, negotiations, arrangements, understandings and agreements.
27.2 Each party acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in this Agreement.
27.3 Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
28.1 If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.
28.2 If modification is not possible, the relevant provision shall be deemed deleted.
28.3 Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.
29.1 A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
29.2 A waiver of any breach shall not constitute a waiver of any subsequent breach.
30.1 Except for the Company's employees, officers, agents, subcontractors and insurers who may rely on any indemnity, exclusion or limitation of liability contained in this Agreement, no person other than the parties shall have any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
30.2 The parties may vary or terminate this Agreement without the consent of any third party.
31.1 If a dispute arises under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith discussions between senior representatives.
31.2 If the dispute has not been resolved within twenty Business Days, either party may refer the dispute to mediation.
31.3 Nothing in this clause shall prevent either party from seeking urgent injunctive relief or commencing legal proceedings where necessary to protect its rights.
32.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of England and Wales.
32.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
33.1 These Terms and Conditions shall apply to the provision of Services by the Company to the Client unless another written agreement is in place between the Company and the Client.
33.2 Where another written agreement has been signed by both parties and expressly supersedes these Terms and Conditions, that written agreement shall prevail.