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 into 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
(a) not accepted with 28 days
(b) costs are altered by changes in taxation, freight rates or any other reason outside the control of the Contractor
(c) additional documents are handled and / or stored
(d) documents and magnetic media are collected from or delivered to premises above second floor level unless otherwise agreed
(e) during the course of storing or handling documents and magnetic media extra services are supplied at the request of the client or delay occurs beyond the control of the Contractor.
2. Access to Premises - Unless otherwise agreed it is a condition that
(a) all collection and deliveries can conveniently be carried out by means of adequate staircases lifts
elevators and doorways
(b) There is a suitable and practicable road access and approach for the Contractor's vehicle to the door of the premises to and from which documents and magnetic media are to be collected or delivered.
(c) parking facilities are available (where necessary) for collections and deliveries. If such conditions are not fulfilled an extra charge may be incurred.
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(a) for documents and magnetic media handling and storage at a periodic rental or fee when invoiced in advance
(b) for removals deliveries and all other charges on invoice. Charge shall be paid to the Contractor
immediately when due without deduction and payment shall not be held or deferred on account of any claim counterclaim or set off.
(c) In the unlikely event that charges are outstanding and unpaid for more than 60 days from the date of invoice the Contractor reserves the right to withhold services until all such charges are paid.
(d) In the unlikely event that charges are outstanding and unpaid for more than 60 days from the date of invoice the Contractor reserve 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.
5. Our right to hold the goods (lien) - We reserve the right to withhold some or all of 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 to dispose of some or all of 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 be 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 to dispose of your paper records and magnetic media. The cost of and costs associated with the disposal will be charged to your 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 subject to annual review on the anniversary of the contract date. The Contractor shall give twenty eight days notice of revised charges and thereafter any adjustment shall be effective.
8. Termination, Postponement, Cancellation & Non-renewal - Should a contract be postponed, cancelled, terminated, or not renewed the Contractor shall be entitled to recover from the client any expenses incurred as a result not exceeding the value of the contract. A permanent withdrawal handling charge of £3 per box 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
(a) Boxes of documents and magnetic media received into storage
(b) Boxes of documents and magnetic media withdrawn from storage
(c) Boxes of documents and magnetic media held. No claim shall be made in respect of any item 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
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 continue a monthly rolling basis. The Client or the Contractor may end the contract by giving three complete calendar months’ notice. On receipt of notice The Contractor will charge storage for volume of spaces held for ninety days after expiry of initial period.
12. Liability for Loss and Damage to Goods
(a) Save as expressly next provided the Contractor shall not under any circumstances (however caused and whether by the negligence of any person or otherwise) be liable for any loss or damage caused by or arising out of any loss of and/or failure to produce and/or damage to documents and magnetic media handled and/or stored by the Contractor.
(b) The Contractor's liability for loss of or failure to produce or damage to documents and magnetic media handled or stored shall be limited to the sum of £5 (five pounds) per document box and magnetic media box.
(c) The Contractor shall not be liable in any circumstances for any indirect consequential or economic loss or damage.
(d) The Contractor shall not be liable in any circumstance for contents of standard document and magnetic media boxes in which documents and magnetic media are stored.
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 is able to 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.
17. Data protection and data processing -Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 0 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:
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;
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);
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. 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:
a) the Client or the Contractor has provided appropriate safeguards in relation to the transfer;
b) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
c) 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
d) the Contractor complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
e) 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;
f) notify the Client without undue delay on becoming aware of a Personal Data breach;
g) 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
h) maintain complete and accurate records and information to demonstrate its compliance with this clause 17.
i) remove all data stored seven years from account closure unless otherwise required by Applicable Law to store the Personal Data.
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 into 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 mutual 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.