The Conditions upon which alone all documents are accepted for storage and stored by Kelly's Storage Limited hereinafter called the 'Contractors'.
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 principle contractor. No agent or employee of the contractor shall have any authority to alter or qualify in any way these terms and conditions,
'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.
'Document' shall mean all paper documents and magnetic media of all description entrusted to or handled or stored by the Contractor in accordance with these conditions.
'Services' shall mean those services listed overleaf and such services that are agreed from time to time between the Contractors and the Client.
1. Quotations - Quotations are subject to amendment if
2. Access to Premises - Unless otherwise agreed it is a condition that
3. Client's Responsibility - The Client declares that all documents and magnetic media 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 and magnetic media for the Contractor to handle and / or store the documents and magnetic media.
The Client agrees to indemnify The Contractor against any claims charges cost and demands made against or incurred by the Contractor on any breach of this condition. Boxes of documents and magnetic media submitted by the Client for storage shall contain documents and magnetic media only, and no other article or substances whatever.
The Contractor may remove destroy or otherwise dispose of any article or substance other than documents and magnetic media 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.
4. Payment - Unless otherwise agreed in writing the Contractor's charges shall be due and payable within 30 days of date of invoice
5. Our right to hold the goods (lien) - We reserve the right to withhold some or all your documents and magnetic medial until you have paid without set-off all our charges and any other payments due under the agreement.
In the event payment is not made within 90 days of the due date for payment of our invoice we shall be entitled dispose of some or all your goods without further notice to enable us to recover any sums due to us. Disposal shall be by way of a secure method – namely secure shredding to by carried out by an external contractor.
Prior to disposing of your goods, we will write to you and provide you with 14 days' notice of our intention dispose of your paper records and magnetic media. The cost of and costs associated with the disposal will be charged to you against your account with us. Thereafter we will take formal steps to recover the balance from you.
6. Legal Fees - In the event payment is not made within 90 days of the due date for payment of our invoice your will pay our reasonable legal fees incurred in recovering the total amount due from yourself.
7. Revision of charges - Charges are fixed for the initial contract term with RPI 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.
8. Postponement or Cancellation - Should a contract be postponed or cancelled 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 will be applied, unless otherwise agreed, to the client's account for items which are permanently removed from storage.
9. Inventory or Receipts - The Contractor shall provide the Client with periodic inventories noting
10. Address for Communications - 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 updated contact address should this change from the address initially provided to ourselves.
11. Period of Contract - Any contract for the storage of documents and magnetic media shall continue for an initial period of thirty six months and thereafter the Client or the Contractor may terminate the contract by giving three complete calendar month's notice. From date of notice of termination received the Contractor will change the storage for the volume of spaces held for ninety days.
12. Liability for Loss and Damage to Goods
13. Insurance Option - the Client is recommended to insure all documents and magnetic media handled and/or stored by The Contractor against all insurable risks of physical loss and/or damage throughout the period of the contract. The Contractor can add the Client to their own insurance policy under this contract in return for an additional charge for loss of or damage to documents up to an amount agreed between The Contractor and the Client as part of our storage agreement. The basis of settlement of claims against our insurers under this liability cover shall relate to the reasonable costs of reprinting and/or reasonable costs of reissue and/or reconstitution including, where applicable, fresh research or exploration to obtain essential information. A summary of the insurance cover held by the Contractor will be provided if requested or if this insurance option is accepted by the Client. Regardless of whether the Client elects to take out the insurance the Contractor's liability remains limited by these terms and conditions.
14. Time limit for Claims Relating to Documents and Magnetic Media - All claims for damage to or loss of or failure to produce any documents. magnetic media or goods handled and/or stored by the Contractor shall be made in detail in writing within seven days after delivery of documents, magnetic media or goods alleged to be damaged or within seven days after the time when the documents, magnetic media or goods alleged to have been lost should have been delivered.
15. Force Majeure - The Contractor shall not be liable to the Client for any failure to deliver documents, magnetic media or goods arising through force majeure or any cause outside the Contractor reasonable control.
16. Proper Law - 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.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
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.
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).
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 the Contract.
In this clause 17 the following terms are used as defined: 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 & GDPR: General Data Protection Regulation ((EU) 2016/679).
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 the Contract:
The Client does not consent to the Contractor appointing any third-party processor of Personal Data under the Contract.
18. Entire Agreement - 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 a writing properly executed by The Contractor and Client.
19. Publicity - 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 - If any term of these 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 - 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.
We reserve the right to unilaterally amend these terms of business, in the event we do so we will write to you notifying you of the changes and providing a period of 28 days prior to their application.
22. Third Party Rights & Assignment – The Client may not assign their rights under these Terms and Conditions or to their paper documents and magnetic media 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 paper documents and magnetic media will take precedence over any other lien or assignment which the Client may grant to another party.
23. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Terms and Conditions and only the parties to the agreement shall have rights under it.