Terms & Conditions

Learn more about the terms and conditions that form an integral part of our agreement and contract with you:

 

1. Interpretation

1.1 – Archive-Vault Limited registered at Cedar House, 41 Thorpe Road, Norwich (Company No: 05939594) (‘the Company’) agrees to provide the Storage Services subject to the following terms and conditions (‘the Conditions’).

1.2 – These Conditions constitute the entire agreement between the parties and shall prevail any other terms or conditions contained within the Order or Acceptance or any other document or communication between the Company and the Client.

1.3 – These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any variation, including the introduction of any additional terms and conditions, to these Conditions, shall only be binding when agreed in writing and signed by the Company.

2. Definitions

In these Conditions, the following definitions apply:

Agreement:  the contract made between the Company and the Client for the supply of Storage Services in accordance with these Conditions;

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Charges: the charges payable by the Client for the supply of the Storage Services in accordance with clause 8 and as set out in the Order Confirmation;

Client: the person or firm who purchases Storage Services from the Company;

Commencement Date: has the meaning set out in clause 4;

Company Materials: has the meaning set out in clause 1.3(e);

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Barcoding System: Barcoding/record management system used by the Company to identify the Property;

Order: the Client’s order for Storage Services as set out in the Client’s telephone or email enquiry or the Client’s acceptance of the Company’s quotation;

Order Confirmation: means the Company’s written confirmation of the Order including a description or specification of the Storage Services to be provided to the Client;

Property: any property stored by the Company on behalf of the Client;

Property Destruction: means the Company may destroy the Client’s Property in accordance with either clause 5.6 or clause 9.8;

Storage Box: means the Company’s storage box which may be used by the Company to hold the Client Property;

Storage Location: the premises where the Company designates, in its absolute discretion, for storage of the Client’s Property;

Storage Services: the Storage Services, including but not limited to document storage, management of data, will and deed storage, secure destruction, data tape storage, collection, tape rotation, retrieval and delivery of the Property, as detailed in the Order Confirmation;

Quotation: means the Company’s quotation for Storage Services which has been provided to the Client.

3. Construction

In these Conditions, the following rules apply:

(a) References to a person includes a natural person, corporate or unincorporated body, partnership, (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes and e-mails.

4. Duration

4.1 – The Agreement shall come into force on the date of the Order Confirmation.

4.2 – In the absence of a fixed term as specified in the Order Confirmation, the Agreement shall remain in place until terminated in accordance with clause 13.

5. Storage Services

5.1 – The Company agrees to provide the Storage Services as set out in the Order Confirmation.

5.2 – The Company warrants to the Client that the Storage Services will be provided using reasonable care and skill.

5.3 – The Company shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Storage Services.

5.4 – Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s brochures or on their website www.archive-vault.co.uk (‘the Website’), are issued or published for the sole purpose of giving an approximate idea of the Storage Services described in them. They shall not form part of the Agreement or have any contractual force.

5.5 – The Company shall have the right to make any changes to the Storage Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Storage Services, and the Company shall notify the Client in any such event.

5.6 – The Company shall not be liable for any loss, costs, expenses or claims in respect of the Property Destruction Service.

5.7 – The Company shall dispose Property upon written request of the Client. The charge for this will be set out in the Order Confirmation, or upon request of the Client. In the event that the Company is requested to dispose of the Property, it shall not be held liable for any loss, costs, expenses or claims arising from the disposal.

6. Storage Preparation

6.1 – The Client warrants that it is either the owner of the Property or it is authorised by such owner to accept these terms and conditions on their behalf.

6.2 – The Company shall, if applicable, supply to the Client Storage Boxes for storage of the Property.

6.3 – The Company shall make sufficient space available at the Storage Location to store the Property.

6.4 – The Client shall be responsible for the proper packing the Storage Boxes, unless agreed otherwise and set out in the Order Confirmation.

6.5 – The Company shall be entitled, but not required, to repair or repack any Property which it feels is necessary to preserve the Property or to minimise the risk of damage to the Property or injury to the Company or it’s employees and shall be entitled to charge a reasonable fee to the Client for the same, save for where it is necessary due to default or neglect of the Company.

6.6 – The Client shall accurately and correctly describe the Property presented for storage and notify the Company of any unusual contents, treated paper, or computer disks contained within the Property, prior to delivery or collection. The Company reserves the right to refuse to accept the Property in its absolute discretion.

6.7 – The Client shall ensure that the Property contains no dangerous, hazardous or perishable substances.

6.8 – The Client shall be responsible for obtaining consents or licenses and complying with any rules or regulations relating to the Property before it is delivered or collected for storage. Before presentation of the Property for collection or delivery the Client 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.

6.9 – The Client, its employees and duly authorised person, who have previously been identified by the Client as authorised may with the consent of the Company, deliver or collect Property for storage or retrieval in the reception of the Storage Location.

6.10 – No licence is given to the client to enter the Storage Location except by invitation and always accompanied by an employee of the Company.

6.11 – When the Property is presented for collection by the Company or delivered to the Storage Location, the goods shall be securely and properly packed and in such condition as not to cause damage or injury or 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.

6.12 – The Company shall be responsible for insuring the Storage Location but not the Property as defined by these Conditions.

6.13 – The Client shall be responsible for insuring the Property and by acceptance of these Conditions, is deemed to be confirming the existence of a valid insurance policy.

6.14 – The Company will be entitled to use their [indexing system] to identify Client’s Property.

6.15 – The Company shall not be responsible for any damage, loss or destruction of the Property arising from any failure by the Client to pack it properly or their failure to comply with this clause 6.

7. Client’s Obligations

7. 1   – The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions.

7.2   – The Client warrants the following:

(a) – that the terms of the Order are complete and accurate.

(b) – it shall co-operate with and assist the Company in all matters relating to the Storage Services, including their indexing system;

(c) – it shall provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company;

(d) – it shall provide the Company with such information and materials as the Company may reasonably require in order to supply the Storage Services, and ensure that such information is accurate in all material respects;

(e) – it shall keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation;

8. Charges

8.1 – The charges for the Storage Services shall be calculated in accordance with the Company’s standard fees as set out in the Order Confirmation and in accordance with clause 13 of these Conditions.

8.2 – The Company reserves the right to increase its standard fees, provided that such charges are not increased more than once in any 12 (twelve) month period except where an increase is necessary due to an increase in fuel charges, inflation and changes in Law.

8.3    – The Company will give the Client written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify the Company in writing within 2 (two) weeks of the date of the Company’s notice and the Company shall have the right without limiting its other rights or remedies to terminate the Agreement by giving 1 (one) month’s written notice to the Client.

9. Payment

9.1 – The Company shall invoice the Client on the terms as set out in the Order Confirmation.

9.2 – All payments must be made in pounds sterling.

9.3 – The Client shall pay each invoice submitted by the Company:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Company, and

(c) time for payment shall be of the essence of the Agreement.

9.4 – All amounts payable by the Client under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Storage Services at the same time as payment is due for the supply of the Storage Services.

9.5 – In the event that the Client wishes to permanently remove any Property from the Storage Location the Company shall be entitled to charge a reasonable Permanent Removal Fee per Storage Box. This will be payable immediately by the Client.

9.6 – Without limiting any other right or remedy of the Company, if the Client fails to make any payment due to the Company under the Agreement by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly, together with statutory compensation payable under The Late Payment of Commercial Debts (Interest) Act 1998.

9.7 – The Company may charge an additional storage charge for Property not collected following the Termination date of the Agreement which will be calculated in accordance with the agreed rate as set out in the Order Confirmation.

9.8 – Without limiting any other right or remedy of the Company, on expiry of 28 days from Termination of the Agreement (howsoever arising), the Company reserves the right in its absolute discretion, to destroy (or otherwise dispose of) all Property in its possession and in doing so, the Company will not be liable for any loss, claims or expenses arising from the disposal of the Property and shall be entitled to charge to the Client a reasonable fee which will payable in accordance with this clause 9.

9.8 – The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

10. Intellectual Property Rights

10.1 – All Intellectual Property Rights in or arising out of or in connection with the Storage Services shall be owned by the Company.

10.2 – The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Client.

10.3 – All Company Materials are the exclusive property of the Company.

11. Confidentiality

11.1 – A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its Storage Services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Agreement.

11.2 – The Company shall use its reasonable endeavours to ensure that the Property is kept securely and that no persons other than those associated with the Company shall have access to it. The Company accepts no liability for any loss, damage, costs or expenses arising from unauthorised access to the Property.

12. Limitation of Liability

12.1 – If the Company’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) – the Company shall without limiting its other rights or remedies have the right to suspend performance of the Storage Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;

(b) – the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in clauses 6 and 7 of these Conditions; and

(c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

12.2 – Nothing in these Conditions shall limit or exclude the Company’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

12.3 – Subject to clause 12.2:

(a) the Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and

(b) the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £250.

12.4 – Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

12.5 – This clause 12 shall survive termination of the Agreement.

13. Termination

13.1 – Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(a) to clause 13.1(i) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 – Without limiting its other rights or remedies, the Company may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment.

13.3 – Without limiting its other rights or remedies, each party shall have the right to terminate the Agreement by giving the other party 1 (one) month’s written notice.

13.4 – Without limiting its other rights or remedies, the Company shall have the right to suspend provision of the Storage Services under the Agreement or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 1.3(b) to clause 1.3(l), or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.

14.Consequences of Termination

14.1 – On termination of the Agreement for any reason:

(a) the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Storage Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on demand;

(b) the Client will remove immediately upon Termination the Property from the Storage Location.

(c) the Client shall return all of the Company Materials. If the Client fails to do so, then the Company may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;

(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and

(e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. General

15.1 – Force majeure:

(a) For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Company’s or subcontractors.

(b) The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Company from providing any of the Storage Services for more than 4 (four) weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client.

15.2 Assignment and subcontracting:

(a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

(b) – The Client shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.

15.3 – Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.

15.4 – Waiver:

(a) A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

15.5 – Severance:

(a) If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.6 – Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

15.7 – A person who is not a party to the Agreement shall not have any rights under or in connection with it.

15.8 – This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction in connection with the Agreement.

15.9 – If any dispute arises in connection with the Agreement or these Conditions, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in England and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with the substantive law of England and Wales. If the dispute is not settled by mediation within 28 (twenty eight) Business Days of commencement of the mediation or within such further period as the parties may agree in writing, then either party may refer the dispute to arbitration. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be one and it will be subject to the laws of England and Wales.

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