Parties to the contract and definitions

The Contractor enters the contract for and on behalf of themselves, their servants and agents all of whom shall be the benefit
of the contract and shall be under no liability to the owner or anyone claiming through him in respect of Documents stored or
handled greater than or in addition to that of the Contractor as the principal contractor. No agent or employee of the
Contractor shall have any authority to alter or qualify in any way this Agreement.

1 Definitions

1.1. ‘Client’ shall mean the owner of the Documents stored or handled by the Contractor, or any agent of the owner who
contracts for the Services of the Contractor.

1.2. ‘Contractor’ shall mean Kelly’s Storage Limited.

1.3. ‘Document’ or ‘Documents’ shall mean all physical documents and magnetic media of all descriptions entrusted to or
handled or stored by the Contractor in accordance with these conditions.

1.4. ‘Digital Documents’ shall mean all digital documents and media of all descriptions stored by the Contractor in
accordance with these conditions.

1.5. ‘Services’ shall mean those services listed on the front page of the Storage Agreement and such services that are agreed
from time to time between the Contractors and the Client.

1.6. ‘File’ shall mean any single Document contained in a Box.

1.7. ‘Box’ shall mean any single archive storage box, data case or other similar receptacle which contains Documents.

1.8. ‘Boxes’ shall be a multiple of Box.

1.9. ‘Admin Charge’ means monthly administration charge

1.10. ‘Replacement Value’ shall be calculated as the sum equivalent to the physical cost of replacing the Documents and/or
cost of reprinting, re-issue and/or reconstitution, but excluding the value of the information contained in the
Documents.

1.11. ‘Maximum Replacement Value’ means the maximum total of the Replacement Value for the Client’s Documents in a
Box at all times for the duration of this Agreement including where Files are added or removed from storage.

1.12. ‘Agreement’ means includes the Terms and Conditions, the Storage Agreement and (where applicable) the Addendum.

2 Quotations

2.1. Quotations are subject to amendment if:

2.1.1. not accepted with 28 days

2.1.2. changes in taxation, freight-rates or other reason outside the control of the Contractor

2.1.3. additional Documents or Digital Documents are handled and / or stored.

2.1.4. Documents are collected from or delivered to premises only.

2.1.5. during storing or handling Documents or Digital Documents extra Services are supplied at the request of the Client.

3 Access to Client Premises

3.1. Unless otherwise agreed it is a condition that all collection and deliveries can conveniently be carried out by means of
adequate staircases lifts elevators and doorways

3.2. There is suitable, practicable access and approach for the Contractor’s vehicle to the door of the premises to and from
which Documents are to be collected or delivered.

3.3. Parking facilities are available (where necessary) for collections and deliveries. If such conditions are not fulfilled an extra
charge may be incurred.

4 Client’s Responsibility

4.1. The Client declares that all Documents or Digital Documents entrusted to or handled or stored by the Contractor are
either the Client’s own unencumbered property, or that the Client has full and absolute authority of all persons owning
or interested in the Documents or Digital Documents for the Contractor to handle and / or store the Documents or Digital
Documents.

4.2. The Client agrees to indemnify the Contractor against any claim, charges, costs, and demands made against or incurred
by the Contractor on any breach of this condition.

4.3. Documents submitted by the Client for storage shall contain Documents only, and no other article or substances
whatever.

4.4. The Contractor may remove, destroy or otherwise dispose of any article or substance other than Documents which the
Contractor, at their reasonable discretion, considers dangerous, deleterious, harmful, or otherwise inappropriate for
storage and shall be relieved from liability for any loss to the Client arising there from.

5 Payment

5.1. Unless otherwise agreed in writing the Contractor’s Charges shall be due and payable within 30 days of date of invoice,
except for Services which are invoiced in advance, where periodic Charges will be required as agreed with the Client.

5.2. For removals deliveries and all other charges on invoice, Charges shall be paid to the Contractor immediately when due
without deduction and payment shall not be held or deferred because any claim counterclaim or set off.

5.3. In the unlikely event that charges are outstanding and unpaid for more than 60 days from date of invoice:

5.3.1. the Contractor reserves the right to withhold Services until all such charges are paid; and

5.3.2. reserves the right to claim interest daily on any fees not paid at the rate of 8% per annum above the prevailing
Bank of England base rate.

6 The Contractor’s right to hold Documents or Digital Documents (lien)

6.1. The Contractor reserves the right to withhold some, or all the Client’s Documents until the Client has paid without set-off
all charges and any other payments due under The Agreement.

6.2. In the event payment is not made within 120 days of the due date for payment of the Contractor’s invoice the Contractor
shall be entitled to dispose of some or all the Client’s Documents or Digital Documents without further notice Disposal
shall be by way of a secure method – namely secure shredding to by carried out by an external contractor.

6.3. Prior to disposing of the Client’s Documents or Digital Documents, the Contractor will write to the Client and provide 14
days’ notice of its intention to dispose of Documents or Digital Documents. The cost of and costs associated with the
disposal will be charged to the Client against their account with the Contractor. Thereafter, the Contractor will take formal
steps to recover the balance from the Client.

7 Legal Fees

7.1. In the event payment is not made within 120 days of the due date for payment of the Contractor’s invoice, the Client will
pay the Contractor’s reasonable legal fees incurred in recovering the total amount due.

8 Revision of charges

8.1. Charges are subject to annual increase in line with RPI + 4% increases on anniversary of the contract date thereafter. The
Contractor shall give twenty-eight days’ notice of revised charges and thereafter any adjustment shall be effective.

9 Termination, Postponement, Cancellation or Non-Renewal

9.1. Should a contract be terminated, postponed, cancelled, or not renewed the Contractor shall be entitled to recover from
the Client any expenses incurred thus not exceeding the value of the contract. A permanent withdrawal charge per box
will be applied to the Client’s account for items which are permanently removed from storage.

10 Inventory or Receipts

10.1. The Contractor shall provide the Client with periodic inventories noting:

10.1.1.Boxes received into storage.

10.1.2.Boxes withdrawn from storage.

10.1.3.Boxes held.

10.1.4.No claim shall be made in respect of any Documents or Digital Documents not recorded as received by The
Contractor or not recorded as held by the Contractor on any inventory within the previous three months. Any
inventory shall be deemed to be correct unless errors or omissions are notified to the Contractor within fourteen
days.

11 Address for Communications

11.1. All notices and communications shall be deemed to have been duly served and received two working days after posting
if sent to the last address for the Client notified to the Contractor in writing. It is the obligation of the Client to provide
an updated contact address should this change from the address initially provided to the Contractor.

12 Period of Contract

12.1. Any contract for the storage of Documents or Digital Documents shall continue for an initial period of thirty-six (36)
months (defined as “Initial Term”) and continue on a monthly rolling basis thereafter. After the expiry of the Initial
Term, the Client may terminate the contract by giving three (3) complete calendar months’ notice. On receipt of notice
the Contractor will charge for volume of spaces held for ninety (90) days after expiry of the Initial Term. The Contractor
may terminate this Agreement at any time giving three (3) complete calendar months’ notice.

13 Liability for Loss or Damage to Documents

13.1. This paragraph 13 does not apply to Digital Documents.

13.2. The Contractor’s liability commences from the time Documents, Files or Boxes are taken into the Contractor’s custody
for storage or transport.

13.3. The Contractor’s liability ceases when Documents, Files or Boxes are collected from storage by the Client or their agent
or when Documents are delivered to its intended destination by Us.

13.4. Subject to the restrictions set out in this paragraph 13, the Contractor shall be liable for: identifiable losses, destruction
of or damage to the Client’s Documents while the Documents are in the Contractor’s custody and control (defined as
“Loss” or “Damage”).

13.5. Restricted Liability

13.5.1.The Contractor shall only be liable for Loss or Damage (as defined under paragraph 13.4) caused by their
negligence. In the event of the Contractor’s negligence and subject to all other terms and conditions in this
Agreement, the Contractor’s liability for Loss or Damage to the Client’s Documents will be limited to up to a
maximum of £5.00 per Box (see Definitions under paragraph 1) for any one event or series of connected events.

13.5.2.For the avoidance of doubt, the Contractor shall have no liability for Loss or Damage unless directly caused by its
negligence.

13.5.3.It is the Client’s responsibility to arrange insurance to cover the Maximum Replacement Value of the Documents
whilst in transit and in storage. The Contractor does not give any advice as to the suitability or otherwise of any
insurance cover arranged by the Client.

13.6. Enhanced Liability Option

13.6.1.As an alternative to paragraph 13.5, the Client may opt for Enhanced Liability Protection. “Enhanced Liability
Protection” means an agreement between the Client and the Contractor where the Contractor accepts an
increased liability in return for payment of the Enhanced Liability Charges in accordance with the terms of the
Enhanced Liability Addendum and this Agreement.

13.7. Exclusions of liability

13.7.1.The Client agrees that the Contractor shall not be liable for Loss or Damage to any goods or property other than
Documents.

13.7.2.Where the lost or damaged Item is part of a pair or set, the Contractor’s liability, where it is assessed as the cost
of replacement of that Item, is to be assessed as a sum equivalent to the physical cost of that Item in isolation, not
the cost of that Item as part of a pair or set or any undamaged part of a pair or set.

13.7.3.The Contractor accepts no liability for the following:

13.7.3.1.Any reduction in value or depreciation resulting from Damage or subsequent repair or restoration;

13.7.3.2.Damage which results directly from Documents being moved under the Client’s express instructions against
the Contractor’s advice;

13.7.3.3.Reimbursing the Client for charges or Enhanced Liability Charges.

13.7.4.The Contractor shall not be liable for Loss or Damage to the Client’s Documents caused by:

13.7.4.1.Normal wear and tear, natural or gradual deterioration and discoloration;

13.7.4.2.Inherent or latent defects in the Documents;

13.7.4.3.Leakage of liquid from any receptacle or container;

13.7.4.4.Mould, mildew or rust or changes in atmospheric conditions unless proven to be caused by water entering
the Contractor’s vehicle or premises; and

13.7.4.5.A cyber-attack.

13.8. Where the Client’s Documents are lost or damaged

13.8.1.If the Client has insurance in place to cover Loss or Damage to the Documents, the Client must recover losses from
their insurers in the first instance.

13.8.2.Notwithstanding paragraph 13.8.1, if the Client discovers Loss or Damage to any Documents, it is important that
the Contractor is notified in writing as soon as possible. The sooner the Client notifies the Contractor, the sooner
the Contractor can establish the cause of Loss or Damage and properly investigate.

13.8.3.The Client must notify the Contractor in writing and provide a detailed description of any Loss or Damage to
Documents in any event within seven (7) days of delivery of any or all Documents, Boxes or Files to its destination.

13.8.4.If the Client or their authorised representative collects Documents, Boxes or Files from storage, the Documents
must be inspected at the time they are handed to the Client or their agent. The Contractor must be notified
immediately of Loss or Damage and in writing as soon as possible thereafter, but no later than seven (7) days after
discovery. The Contractor shall not be liable for Loss or Damage which is discovered after Documents are removed
from their custody.

13.8.5.The Contractor shall not be liable for Loss or Damage to Documents unless the Client notifies them of such Loss or
Damage within the time limits specified above.

13.8.6.The Contractor may make such enquiries as necessary to investigate the Loss or Damage and the Client agrees to
co-operate with the Contractor in their enquiries, and to provide any additional relevant information without delay
when requested by the Contractor. The Client must retain any damaged Documents until the Contractor has had
a reasonable opportunity to inspect (if necessary) any Damage.

13.8.7.The settlement of any claim following Loss or Damage shall be the Replacement Value, subject to the liability limit
set out in paragraph 13.5.1 or the Enhanced Liability Addendum, where applicable.

13.8.8.If the Client provides the Contractor with misleading or incorrect information relating to a claim for Loss or Damage
to the Client’s Documents, or make a claim that is fraudulent, false or exaggerated, the Contractor may:

13.8.8.1.reject the claim;

13.8.8.2.where applicable, cancel or void the Enhanced Liability Addendum without refund of the Enhanced Liability
Charges; and

13.8.8.3.recover from the Client any costs the Contractor has incurred in dealing with the claim.

14 Liability for Loss or Damage to Digital Documents

14.1. The Contractor purchases industry-standard insurance to cover its liability in respect of

14.1.1.Breach of confidence in respect of individual private information and personal data;

14.1.2.Breach of Data Protection Regulations resulting in material or non-material damage, caused by loss, unauthorised
destruction, or disclosure of, or unauthorised access to personal data; and

14.1.3.Loss, disclosure, or destruction of third party confidential commercial information held under an agreement
resulting in financial loss.

14.2. This Agreement does not limit the Contractor’s liability in respect of compensation for costs and expenses due under
data privacy and confidentiality laws and regulations in the United Kingdom. Nothing in this Agreement extends the
Contractor’s liability for Loss or Damage to Digital Documents or under data privacy and confidentiality regulations
beyond what is applicable in law.

15 General Liability Exclusions

15.1. The Contractor accepts no liability for the following:

15.1.1. Circumstances beyond the Contractor’s reasonable control, including but not limited to, war, invasion, acts of
terrorism, activities relating to war, terrorism, acts of foreign enemies, hostilities (whether war is declared or not),
rebellion, revolution or military coup, confiscation or destruction under the order of any official body, radioactivity,
ionising radiations from any nuclear fuel/waste, biological or chemical weaponry, pressure waves caused by
aircraft or any other events outside the Contractor’s reasonable control;

15.1.2. Any financial loss other than in respect of the Documents, or any business loss, including loss of profits, loss of
sales or business, loss of anticipated savings, loss of or damage to goodwill, or commercial value in the Documents;

15.1.3. Any Documents confiscated, seized, removed or damaged by customs authorities or other government agencies;

15.1.4. Any other Loss or Damage which is not reasonably foreseeable. Loss or Damage is foreseeable if either it is obvious
that it would happen at the time the contract was entered into, or where it is not obvious but the Contractor knew
that it was a risk because (a) the Client notified the Contractor in writing prior to the Contractor agreeing the
Quotation; and (b) the Contractor agreed in writing to accept liability for this risk before entering into The
Agreement; and

15.2. No individual employed or engaged by the Contractor will be separately liable to the Client for Loss or Damage under
the terms of this Agreement.

16 Law & Jurisdiction

16.1. This Agreement is governed by, and shall be construed in accordance with the laws of England and Wales. The Courts
of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with this
Agreement.

17 Data protection and data processing

17.1. Both parties will comply with all applicable requirements of Data Protection Legislation (as defined under paragraph 17.5). This paragraph 17 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data
Protection Legislation.

17.2. In this clause 17, Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of
the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK
Law means the UK Data Protection Legislation and any other law that applies in the UK.

17.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller, and
the Contractor is the data processor (where Data Controller and Data Processor have the meanings as defined in the
Data Protection Legislation).

17.4. Without prejudice to the generality of clause, the Client will ensure that it has all necessary appropriate consents and
notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the
Contractor for the duration and purposes of this contract.

17.5. In this clause 17 the following terms are used as defined:

17.5.1. Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law
of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union
regulation relating to privacy.

17.5.2. GDPR: General Data Protection Regulation ((EU) 2016/679).

17.6. Without prejudice to the generality of clause 17, the Contractor shall, in relation to any Personal Data processed in
connection with the performance by the Contractor of its obligations under this contract:

17.6.1. process that Personal Data only on the written instructions of the Client unless the Contractor is required by
Applicable Laws to otherwise process that Personal Data. Where the Contractor is relying on laws of a member of
the European Union or European Union law as the basis for processing Personal Data, the Contractor shall
promptly notify the Client of this before performing the processing required by the Applicable Laws unless those
Applicable Laws prohibit the Contractor from so notifying the Client;

17.6.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the
Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any measures (those measures
may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can
be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the
technical and organisational measures adopted by it);

17.6.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data
confidential; and not transfer any Personal Data outside of the European Economic Area unless the prior written
consent of the Client has been obtained and the following conditions are fulfilled:

17.6.3.1. the Client or the Contractor has provided appropriate safeguards in relation to the transfer;

17.6.3.2. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal
remedies;

17.6.3.3. the Contractor complies with its obligations under the Data Protection Legislation by providing an adequate
level of protection to any Personal Data that is transferred; and

17.6.3.4. the Contractor complies with reasonable instructions notified to it in advance by the Client with respect to
the processing of the Personal Data;

17.6.4. assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance
with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;

17.6.5. notify the Client without undue delay on becoming aware of a Personal Data breach;

17.6.6. at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination
of The Agreement unless required by Applicable Law to store the Personal Data; and

17.6.7. maintain complete and accurate records and information to demonstrate its compliance with this clause 17.

17.6.8. remove all data stored seven years from account closure unless otherwise required by Applicable Law to store the
Personal Data.

17.7. The Client does not consent to the Contractor appointing any third-party processor of Personal Data under this contract.

18 Entire Agreement

18.1. This Agreement supersedes and cancels all prior or contemporaneous negotiations, understandings and agreements
entered between The Contractor and Client with respect to the subject matter hereof and is the complete agreement
between the parties. The Contractor has made no other agreements, commitments, or representations, oral or written.
This Agreement may not be altered, modified, waived or amended except in writing properly executed by the
Contractor and Client.

19 Publicity

19.1. Neither party shall issue any publicity or advertising naming or otherwise referring to the other party, its trademarks
and/or products (including, but not limited to, client lists) without the prior written consent of an authorised official of
the other party.

20 Enforceability

20.1. If any term of the Terms and Conditions is held to be illegal, invalid or unenforceable in whole or part, such part shall
be deemed not to form part of the Terms and Conditions but the legality, validity or enforceability of the remainder of
the Terms and Conditions shall not be affected.

21 Variation

21.1. These Terms and Conditions may not be altered modified or amended except in accordance with this clause or in writing
and by agreement the Contractor and the Client.

21.2. The Contractor reserves the right to unilaterally amend these terms of business. In the event the Contractor does so,
they will notify the Client of the changes providing a period of 28 days prior to their application.
22 Third Party Rights & Assignment

22.1. The Client may not assign their rights under these Terms and Conditions or to their Documents or Digital Documents in
storage to any third party. In the event the Client seeks to do so the Client undertakes that the Contractor’s rights to
place a lien over the Documents or Digital Documents will take precedence over any other lien or assignment which the
Client may grant to another party.