THE CHATHAM ARCHIVE & DOCUMENT STORAGE COMPANY LIMITED

TERMS AND CONDITIONS OF BUSINESS

The Chatham Archive & Document Storage Company Limited (“the Company”) undertakes all services subject to the following conditions, which can be varied only in writing by a Director of the Company.

The Customer’s attention is drawn in particular to Condition 8.  Condition 8(i) has been included to relieve the Owner of the goods the subject of the contract (“the goods”) of the additional costs that the Company would need to include to recover insurance charges were its liability not limited as provided for in Condition 8(i).  Condition 8(ii) will become operative at the option of the Customer on the terms provided for therein.

1. The Company is not a common carrier, and the rights and liabilities of the parties hereunder shall be determined on the basis that the Company is not such a common carrier.

2. These Conditions shall prevail over any terms or conditions contained in the Customer’s order, acceptance or other communication and shall be deemed to have accepted by the Customer in preference to such other terms or conditions, unless the Customer has notified the Company specifically in writing of any proposed variation of these Conditions and such variation has been agreed specifically in writing by a Director of the Company.

3. Customer’s warranties

The Customer warrants that:

(i)it is either the Owner of the goods or it is authorised by such Owner to accept these Conditions on the Owner’s behalf;

(ii)before presentation of the goods for collection and warehousing the Customer will inform the Company in writing of any special precautions necessitated by the nature or condition of the goods, and of any statutory duties specific to the goods with which the Company may need to comply;

(iii)when presented for collection and warehousing, the goods shall where appropriate be securely and properly packed and in such condition as not to cause damage or injury of the likelihood of damage or injury to the property of the Company or its employees or agents or to any other goods, whether by spreading of damp, infestation, leakage or the escape of fumes or substance or otherwise howsoever;

(iv)the Customer has accurately and correctly described goods presented to the Company for storage, packaging, transport or any other service.

4. Preservation of Goods

The Company shall be entitled, but shall not be bound, to carry out all such repairing, repacking and other acts as it may consider necessary for the preservation of the goods or for preventing or minimising any loss or damage thereto.  Such work shall be carried out at the Customer’s expense, save where the same is necessitated by the act, neglect or default of the Company, its servants or agents.

5. Sub-contracting

(a)The Customer agrees that the Company may enter into any contract with a sub‑contractor (whether for removal or otherwise) to carry out the whole or any part of this contract and/or to cause all or any part of the property to be stored by or in the warehouse of another contractor and all these conditions shall apply.

(b)Where sub-contractors are employed, the Company shall endeavour to advise the Customer in advance.

(c)Where the Company enters into such sub-contract all of these Conditions shall apply and the Company and the Customer shall continue to be bound by them.  The Company shall be liable for the acts and omissions of its sub-contractor in the same manner and to the same extent as it is liable for its own acts and omissions under these Conditions.

6. Deviation and transfer

When reasonably necessary, vehicles or other means of conveyance may be changed and may deviate or depart from their intended route, and at the discretion of the Company the goods may be carried, stored or handled with other compatible goods or transferred between stores.

7. Insurance

Except as provided in Condition 8(ii) below, the Company does not insure the goods and the Customer should make arrangements to cover the goods against all risks to the full value thereof.

8. Liability and Limitation of Liability

(i)The Company shall only be responsible for any loss of or damage to goods or for any non-delivery, misdelivery or delay or for any non-compliance or miscompliance with instructions if the same has arisen due to the act, neglect or default of the Company, its employees or agents provided always that the liability of the Company shall in no case exceed a total of £2.00 per document box in respect of which a claim arises.  The Company shall in no case be liable for any indirect or consequential loss of any kind whatsoever.

(ii)The limit of liability in Condition 8(i) above may be increased by written notice, in which event:

(a)The Customer shall give written notice to be received by the Company at least seven days before the date on which the increased liability is required to be operative and shall specify the nature and the maximum value of the goods to be at risk inclusive of duty and taxes paid or payable thereon.  Under no circumstances will the Company’s liability to the Customer exceed the value given under this notice.

(b)The Customer shall accept an increase in the Company’s charges to cover all costs incurred in insuring against the Company’s additional liability hereunder.

(iii)The Company shall be under no liability howsoever arising unless notice of loss or damage be received by the Company in writing within the time stipulated below (time being of the essence):

(a)Where goods are removed from the Company’s warehouse by any persons other than the Company, at the time of handing over.

(b)In all other cases, within seven days after delivery of the goods alleged to be damaged or, in the case of goods alleged to be lost or which the Company fails to produce, within seven days after the time when the goods should in the ordinary course have been delivered alone or with other goods.

(iv)The Company shall not be liable hereunder for any loss or damage to the extent that the same is caused or contributed to by a breach of any of the Customer’s warranties contained in Condition 3 above (or by any of the circumstances by virtue of which the Company is relieved of its contractual obligations in accordance with Condition 9 below).

(v)The benefit of this Condition shall extend to all the employees, servants and agents from time to time of the Company, who shall each be entitled to every right, defence, and exemption from or limitation of liability to which the Company is entitled hereunder.

9. Release from obligations and force majeure

The Company shall be relieved of its contractual obligations to the extent that their performance is prevented by, or their non-performance is the direct or indirect consequence of the act, neglect or default of the Customer, including any breach by the Customer of the warranties contained in Condition 3 above, or by storm, flood, fire, explosion, riot, industrial dispute, labour disturbance or other cause beyond the reasonable control of the Company.

10. Indemnities

(i)The Customer shall reimburse all duties and taxes (including value added tax) that the Company may be required to pay in respect of the goods, except to the extent that the Company is required to accept responsibility therefor in accordance with Condition 8(ii) above.

(ii)Notwithstanding any notice given in accordance with Condition 8(ii)(a), the Customer shall indemnify the Company against any loss or damage suffered by the Company including costs and expenses reasonably incurred by it to the extent that such loss or damage is caused or contributed to by a breach of any of the Customer’s warranties contained in Condition 3 above.

(iii)The Customer shall save harmless and keep the Company indemnified against all claims or demands whatsoever by whomsoever made in excess of the liability of the Company under these Conditions and (without limitation) shall meet all costs and expenses suffered by the Company in complying with the order of a court of competent jurisdiction to deliver the goods to any place or person.

11. Transfer of goods to a different account

The Customer may give written authority for the goods or any part thereof to be transferred by the Company to the account of another party but subject to the Customer ensuring before the effective date of the transfer that such other party notifies the Company in writing that it is to become the Customer and is to be bound by these Conditions and by any notice given under 8(ii)(a).  In the event of non-payment of storage charges by the transferee, the Company reserves the right to re-transfer the goods to the account of the transferor and to claim from the transferor any unpaid storage charges accruing since the date of the original transfer.

12. Charges and payments

The Company’s charges, which may be increased from time to time by at least three months’ prior notice to the Customer, shall be payable at such periodic intervals or on the expiry of such period of credit as may have been agreed between the parties or, in any event, before removal of the goods from the Company’s custody or control.  Interest on amounts due and unpaid shall be payable from the date when payment of such amounts fell due and shall be calculated on a daily basis at the rate of four per cent per annum above the base rate of National Westminster Bank PLC current from time to time.

13. Lien

The Company shall have a general as well as a particular lien on the goods for payment of all amounts due from the Customer on any account and for all claims by the Company against the Customer whether or not in respect of or in relation to such goods or any other goods received for or on behalf of the Customer whether retained or delivered to or to the order of the Customer.

14. Termination

(i)The goods shall be removed by the Customer from the custody or control of the Company or delivered by the Company to the Customer at such date and time as may be agreed between the parties.  In the absence of such agreement, and otherwise where reasonably necessary, the Company may at any time by notice in writing to the Customer require the removal of the goods within 3 months from the date of such notice.

(ii)In the event of any failure by the Customer to pay any amount due to the Company or to remove any of the goods from the custody or control of the Company (notice in accordance with Condition 14(i) having been given) at the due time, the Company may, without prejudice to its other rights and remedies against the Customer, give notice in writing to the Customer of the Company’s intention to redeliver the goods at the Customer’s entire risk and expense if such amount is not paid and/or such goods are not removed within 28 days.  On the expiry of such period if such payment has not been made and/or the goods have not been so removed the Company shall be entitled to redeliver all or any part of the goods at the Customer’s entire and sole risk and expense by the best method reasonably available.

15. Service of notices or statements of account

Any notice or statement of account given by the Company to the Customer shall be duly given if left at or sent by registered or recorded delivery to the last known address of the Customer and such notice or account shall if posted be deemed to have been given two weekdays after posting.

16. Labelling

The Company reserves the right to label the goods for purposes of its storage records.

  1. Data Protection
  1. i.  Within this section, Customer Personal Data means any Personal Data processed on behalf of the Customer relating to their Data Subjects, Data Protection Laws means EU Directive 95/46/EC as implemented into domestic legislation by each Member State and to the extent applicable, the data protection or privacy laws of any other country, GDPR means EU General Data Protection Regulation 2016/679, Data Processor means the Company and Sub-Processor means any person (including a third party) appointed by the Company to process Personal Data on behalf of the Customer in connection with this agreement.
  1. i.  The terms, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” and” supervisory authority” shall have the same meaning as in the GDPR.
  1. i.  The Company will comply with all Data Protection Laws when processing Customer Personal Data.
  1. i.  The Company will only process Customer Personal Data to the extent and for such period required by the Customer and Data Protection Laws.
  1. i.  The Company will take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of our Agreement.  The Company will ensure that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
  1. i.  The Company will not appoint Sub Processors without the Customer’s prior written permission.  
  1. i.  The Company will in relation to Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.   
  1. i.The Company will notify the Customer within 48 (forty-eight) hours if they receive a request from a Data Subject under any Data Protection Laws in respect of their Personal Data.  This includes but is not limited to a request from the Data Subject to stop Processing their Personal Data, to modify their Personal Data, to provide them with their Personal Data and/or to delete their Personal Data.
  1. i.  The Company will not respond to that request except on the documented instructions of the Customer or as required by Data Protection Laws to which they are subject.
  1. i.  The Company will co-operate with the Customer to resolve the Data Subject’s request and take such reasonable steps and/or remedial action as directed by the Customer. 
  1. i.  The Company will, without undue delay and in any event within 24 (twenty-four) hours of becoming aware of a Customer Personal Data breach affecting the Customer will provide the Customer with sufficient information to allow the Customer to report the matter to the Supervisory Authority.
  1. i.  The Company will co-operate with the Customer and take such reasonable commercial steps as directed by the Customer to assist in the investigation, mitigation and remediation of each such Customer Personal Data Breach.
  1. i.The Company will provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Customer considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law.
  1. i.  The Company will not transfer any such Personal Data to any location or territory outside the European Economic Area except with the prior written consent of the Customer and in accordance with any terms the Customer may impose on such transfer as the Customer deems necessary to satisfy the International Transfer Requirements.
  1. i.  The Company will make available to the Customer on request all information necessary to demonstrate compliance with the requirements in this section and shall allow for and contribute to audits, including inspections, by the Customer, its representative or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data. 

18. Law and jurisdiction

All contracts between the Company and the Customer shall be governed in all respects by the law of England and the Customer hereby submits to the exclusive jurisdiction of the English Courts.