ARDINGTON ARCHIVES LLP TERMS & CONDITIONS
ARDINGTON ARCHIVES LLP, its assignees and successors in title shall provide document storage services for Customer in accordance with the pricing, terms and conditions set out herein.
For the purposes of this Agreement, the following definitions apply:
‘Archive Review Form’ means a form supplied by ARDINGTON ARCHIVES LLP to Customer in which Customer lists those of its boxes in store with ARDINGTON ARCHIVES LLP that are up for review during the coming quarter, following which the form is returned to ARDINGTON ARCHIVES LLP by a deadline that is normally one week before the end of the month;
‘Billing Date’ means the date on which a quarterly storage invoice is submitted by ARDINGTON ARCHIVES LLP for payment by Customer and such Billing Dates are, unless otherwise agreed in writing, 1 April, 1 July, 1 October and 1 January;
‘Confidential Information’ means any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerised or otherwise) concerning or relating to the stored material, property, business and affairs of Customer;
‘Final Invoice’ means an invoice submitted by ARDINGTON ARCHIVES LLP to Customer on termination of the Agreement, which comprises three months’ storage costs, permanent retrieval fees (as set out in the Indication of cost below) and the cost of any agreed extra services;
‘General Archive Store’ means ARDINGTON ARCHIVES LLP’s physical storage facility excluding its Secure Vaults, Argonite Pods and Online Store;
‘Argonite Pod’ means a storage pod located within ARDINGTON ARCHIVES LLP’s physical storage facility which is protected by an argonite fire-suppression system;
‘Online Store’ means ARDINGTON ARCHIVES LLP’S online storage facility for the storage of electronic documents and other digital material;
‘Secure Vault’ means a storage vault located within ARDINGTON ARCHIVES LLP’s physical storage facility which fully complies with 5454 standards;
‘Stored Material’ means all documents, records or other material stored either physically or electronically by ARDINGTON ARCHIVES LLP for Customer, as further specified in clause 8;
‘Item(s)’ means a box, or a document or documents contained in such box, stored by Customer in ARDINGTON ARCHIVES LLP’s physical storage facility.
2. Conditions. ARDINGTON ARCHIVES LLP and Customer agree to be bound by all the terms and conditions set out herein. No agent is empowered to add, omit or alter the terms and conditions of this Agreement. No addition, omission or alteration shall be considered binding unless both ARDINGTON ARCHIVES LLP and Customer have confirmed it in writing. Any subsequent clause appearing on any document issued by Customer shall not affect this Agreement unless expressly accepted by ARDINGTON ARCHIVES LLP in writing.
3. Term. This Agreement, together with the Annex, represents the entire agreement between ARDINGTON ARCHIVES LLP and Customer, and may not be amended or modified without an amendment form signed by both ARDINGTON ARCHIVES LLP and Customer. This Agreement is effective as of the Effective Date and shall remain in effect until further notice in accordance with the provisions of clause 21 of this Agreement.
4. Ownership. Customer is the owner or legal custodian of the Stored Material and has full authority to store said material and direct its disposition in accordance with the terms of this Agreement. Title to all material supplied by Customer to ARDINGTON ARCHIVES LLP for storage remains with Customer. Ownership of archive boxes supplied by ARDINGTON ARCHIVES LLP will pass to Customer upon their price being paid in full.
5. Assignment and subcontracting. This Agreement may not be assigned by ARDINGTON ARCHIVES LLP without the prior written consent of Customer. ARDINGTON ARCHIVES LLP may, at its discretion, utilise a qualified subcontracted supplier to fulfil its obligations under this Agreement. In any subcontract, ARDINGTON ARCHIVES LLP shall (a) require that its subcontractor comply with the terms hereof, and (b) be and remain responsible in all respects for the acts and omissions of its subcontractor in the performance of the services hereunder and those acts and omissions shall for the purposes of this Agreement be deemed the acts and omissions of ARDINGTON ARCHIVES LLP under this Agreement.
6. Price fluctuations. ARDINGTON ARCHIVES LLP reserves the right to give three (3) months’ notice of an increase in pricing, subject to the terms and conditions set out in this Agreement. ARDINGTON ARCHIVES LLP shall give notice in writing to Customer stating the new charges and the date on and after which the new charges shall become effective.
7. Orders. An order shall be deemed firm on ARDINGTON ARCHIVES LLP’s acceptance of Customer’s written instructions. A firm order may only be cancelled on terms agreed in writing with ARDINGTON ARCHIVES LLP.
8. Storage. Only boxes containing paper, files, documents, and other suitable material, e.g. CDs, backup tapes and other media, may be deposited in ARDINGTON ARCHIVES LLP’s physical storage facility; and only material capable of being uploaded to the internet, following scanning if applicable, may be deposited in ARDINGTON ARCHIVES LLP’s Online Store. Prior to acceptance for storage in any of ARDINGTON ARCHIVES LLP’s storage facilities, Customer must disclose the nature of the contents of each physical box or uploadable folder to ARDINGTON ARCHIVES LLP. ARDINGTON ARCHIVES LLP reserves the right to refuse to accept material that it reasonably deems inappropriate for its storage facilities. Customer shall release ARDINGTON ARCHIVES LLP in respect of any costs or liabilities to the extent that they result from Customer’s failure to disclose the presence of unsuitable objects within material received from Customer or from Customer’s inaccurate description of any material sent to ARDINGTON ARCHIVES LLP for storage. ARDINGTON ARCHIVES LLP reserves the right to reject boxes of Stored Material that infringe the health and safety regulations as to weight from time to time in force, or exceed fifteen (15) kilograms in weight or are distorted through overfilling.
9. Responsibilities: liability & limitation of damages
(a) ARDINGTON ARCHIVES LLP warrants and agrees that it shall: (i) comply with its confidentiality obligations under this Agreement, and use and/or disclose Customer’s material and information only as permitted under this Agreement; (ii) provide secure storage, transportation and destruction services, and notify Customer in writing no later than three (3) business days following ARDINGTON ARCHIVES LLP’s discovery of any unauthorised access, acquisition, use or disclosure of Customer’s materials or information; (iii) refrain from reproducing, analysing, examining, or taking any action with respect to Customer’s material or information except as directed by Customer’s authorised representative(s); (iv) conduct criminal history background checks on its employees, agents or representatives performing services under this Agreement; (v) ensure that all its employees and subcontractors sign a non-disclosure agreement; and (vi) comply with all applicable laws and regulations.
(b) ARDINGTON ARCHIVES LLP shall not be liable for any loss of or damage to Stored Material, however caused, unless such loss or damage resulted from the failure of ARDINGTON ARCHIVES LLP, its subcontractors, servants, employees or agents to exercise reasonable care with regard thereto; and ARDINGTON ARCHIVES LLP shall not be liable for loss or damage which could not have been avoided by the exercise of such reasonable care. If liable under the foregoing statement, the amount of ARDINGTON ARCHIVES LLP’s liability shall not exceed £100 per ton of content of boxes in store and £1300 per ton of content of boxes in transit. These limitations shall not apply to any claims made by Customer arising from any of the following acts or omissions on the part of ARDINGTON ARCHIVES LLP, its subcontractors, servants, employees or agents, for which ARDINGTON ARCHIVES LLP shall be liable to Customer in respect of any loss or damage caused as a result thereof: (i) breach of terms contained in clause 9(a) and clause 14 or any other material provision of this Agreement; (ii) negligence relating to death or personal injury in connection with this Agreement; and (iii) gross negligence or wilful misconduct.
(c) Neither party’s liability shall in any event extend to include any special, indirect or consequential damages of any nature whatsoever, including but not limited to loss of anticipated profits, loss of revenue or loss of anticipated savings.
‘Contracts (Right of Third Parties) Act 1999. Any person who is not a party to this contract shall not be entitled in his/its own right to enforce any of the terms of it pursuant to the Contracts (Right of Third Parties) Act 1999.’
10. Destruction of data. Customer releases ARDINGTON ARCHIVES LLP from all liability by reason of the destruction of Stored Material, or deletion in the case of material stored in the Online Store, provided such destruction or deletion is completed in accordance with this Agreement and, except in the circumstances provided for under clause 12, pursuant to Customer’s written direction. A certificate of destruction or deletion will be provided by ARDINGTON ARCHIVES LLP to Customer pursuant to all destruction or deletion of Stored Material.
11. Terms of payment. The initial payment for storage will be for the period from the pick-up date to the first Billing Date. Thereafter the service will be billed quarterly in advance for all boxes in store on the Billing Date. Non-storage services will be billed monthly. Payment by Customer is due thirty (30) days from the Billing Date via cheque or credit transfer.
12. Overdue accounts
(a) Excepting amounts subject to good faith dispute, if an account remains unpaid for thirty (30) days after the relevant Billing Date, interest may be chargeable at 4% over the Barclays Bank base rate calculated on a weekly basis from the Billing Date. ARDINGTON ARCHIVES LLP shall draw this to Customer’s attention in the first week of the following month when an account rendered with added interest will be raised. Stored Material shall not be returned until this account has been cleared.
(b) If an account remains unpaid for a further period of sixty (60) days after ARDINGTON ARCHIVES LLP notifies Customer of amounts overdue and Customer fails to correct such non-payment (not subject to good faith dispute), ARDINGTON ARCHIVES LLP at its sole discretion may elect to serve notice upon Customer requiring one of the following:
(i) removal of the Stored Material by Customer within thirty (30) days of service of the said notice; or
(ii) delivery of the Stored Material by ARDINGTON ARCHIVES LLP to Customer at Customer’s expense.
(c) If ARDINGTON ARCHIVES LLP has served notice as referred to above upon Customer, and (i) Customer has failed to agree and action either of the courses specified in (b)(i) or (ii) above in response to said notice, and (ii) Customer’s account remains unpaid, ARDINGTON ARCHIVES LLP reserves the right, without prejudice to its other rights and remedies either at law or under this Agreement, to terminate this Agreement pursuant to clause 21 hereof and to destroy or delete any Stored Material in its possession, and Customer shall indemnify ARDINGTON ARCHIVES LLP in respect of any costs, losses, damage or other liabilities incurred by ARDINGTON ARCHIVES LLP in relation to any claim by Customer or any third party relating to the destruction or deletion of the Stored Material. Destruction or deletion of Stored Material pursuant to this clause shall take place no earlier than 240 days after the relevant Billing Date.
(d) Following service of notice of termination of Agreement, Customer shall within thirty (30) days pay the Final Invoice and any outstanding invoices and remove all Stored Material from ARDINGTON ARCHIVES LLP’s storage facilities, in default of which ARDINGTON ARCHIVES LLP reserves the right, without prejudice to its other rights and remedies either at law or under this Agreement: (i) to charge an additional quarter’s storage fee and to retain Customer’s boxes in its physical storage facility until payment of the Final Invoice and any other outstanding invoices is received; and (ii) to destroy or delete, no earlier than 240 days after the date of service of the notice of termination, any Stored Material in its possession, in which event Customer shall indemnify ARDINGTON ARCHIVES LLP in respect of any costs, losses, damage or other liabilities incurred by ARDINGTON ARCHIVES LLP in relation to any claim by Customer or any third party relating to the destruction or deletion of the Stored Material.
13. Value added tax (VAT). All quotations and offers are exclusive of VAT unless otherwise stated.
14. Confidentiality. Unless any Confidential Information was previously known to ARDINGTON ARCHIVES LLP free of any obligation to keep it confidential, is subsequently made public by Customer or by a third party having a legal right to make such disclosure, or was known to ARDINGTON ARCHIVES LLP prior to receipt of same from Customer, it shall be held in confidence by ARDINGTON ARCHIVES LLP and shall be used only for the purposes provided for in this Agreement. ARDINGTON ARCHIVES LLP shall take all necessary and reasonable precautions to prevent the disclosure of Confidential Information to any unauthorised third parties. In this regard, ARDINGTON ARCHIVES LLP may disclose Confidential Information only to those of its agents, employees and consultants (hereinafter the ‘ARDINGTON ARCHIVES LLP Recipients’) who are required to use such Confidential Information for the performance of ARDINGTON ARCHIVES LLP’s obligations hereunder and who are bound by written obligations of confidentiality at least as stringent as those set forth herein. Upon disclosing Confidential Information to any such ARDINGTON ARCHIVES LLP Recipients, ARDINGTON ARCHIVES LLP shall advise them of the confidential nature of the information and instruct them to take all necessary and reasonable precautions to prevent the unauthorised disclosure thereof.
ARDINGTON ARCHIVES LLP shall use the same degree of care to safeguard the Confidential Information of Customer as it utilises to safeguard its own confidential information. ARDINGTON ARCHIVES LLP may comply with any subpoena or similar order required by law related to the Stored Material, provided that ARDINGTON ARCHIVES LLP notifies Customer immediately upon receipt thereof, unless such notice is prohibited by law. Customer shall pay ARDINGTON ARCHIVES LLP’s reasonable charges for such compliance. All Confidential Information disclosed by or on behalf of Customer to ARDINGTON ARCHIVES LLP pursuant to this Agreement is and will remain the property of Customer. Except as set forth herein, ARDINGTON ARCHIVES LLP shall not be deemed to have been granted any rights to use the Confidential Information, and no licence, whether explicit or implied, to any Confidential Information is granted by this Agreement.
15. Data protection.
(a) Both parties warrant that they shall observe the provisions of the applicable UK, EU and any other data protection laws including the General Data Protection Regulation (Regulation (EU) 2016/679) hereinafter ‘GDPR’, in relation to this Agreement.
(d) Depending on the circumstances the use of personal data described in this notice may involve a transfer of data to countries outside the UK and the European Economic Area that have less robust data protection laws. Any such transfer will be done with appropriate safeguards in place.
(e) ARDINGTON ARCHIVES LLP shall maintain data security procedures designed to protect against loss or compromise of personal data.
(f) Where Customer has consented, or ARDINGTON ARCHIVES LLP is otherwise legally permitted to do so on the basis of legitimate interest (which exists under the GDPR, in circumstances such as, for example, where the data subject is a customer of the controller, subject to careful assessment of the reasonable expectations of the data subject, from time to time ARDINGTON ARCHIVES LLP may send you information about similar products or services offered by ARDINGTON ARCHIVES LLP, either by post, telephone or email. Customer may at any time opt out of the provision of such information or request further details on how its information is used, or on its rights to access such information, by notifying its usual contact at ARDINGTON ARCHIVES LLP Unit 7 Ware Road, White Horse Business Park, Stanford in the Vale, Faringdon, SN7 8NY.
16. Provision of archive boxes and tubes. Physical files and documents shall only be stored in boxes/tubes supplied by ARDINGTON ARCHIVES LLP or approved by it. The DOCbox4 archive box measures 390mm x 290mm x 260mm, the FILEbox5 archive box measure 390mm x 245mm x 310mm, the FILEbox3 measures 430mm x 350mm x 290mm, and the PLANbox1 archive tube measures 980mm x 90mm square. From time to time the box range may be expanded or amended. All boxes are supplied flat-packed and may be ordered from ARDINGTON ARCHIVES LLP.
17. Pick-up. Collection charges are as specified in the Annex. Collections will be arranged with ARDINGTON ARCHIVES LLP’s haulier to suit Customer’s requirements. Boxes must be assembled for pick-up near to a loading point located at the exit to a building to which there is reasonable vehicular access. ARDINGTON ARCHIVES LLP cannot collect from cellars and attics, except by prior agreement. Additional labour charges may be incurred for difficult loading conditions. The collection charge includes thirty (30) minutes for loading on site. If ARDINGTON ARCHIVES LLP’s driver is kept waiting or the boxes are not near a suitable collection point, ARDINGTON ARCHIVES LLP reserves the right to charge for additional labour. An ARDINGTON ARCHIVES LLP box barcode label must be fixed to each box. Box barcode label references must be listed on the Box Deposit Form which must then be forwarded by email to ARDINGTON ARCHIVES LLP to confirm collection.
18. Security banding. On arrival at ARDINGTON ARCHIVES LLP’s physical storage facility, boxes of Stored Material shall be security banded prior to being placed in storage. Full confidentiality is maintained throughout.
19. Storage conditions. Boxes are normally stacked between two and four boxes high on each shelf. Boxes are tracked using the O’Neil barcoding software. Stored Material located in the Secure Vault shall be kept at optimal temperature and humidity levels, in accordance with 5454 standards. ARDINGTON ARCHIVES LLP shall endeavour to maintain compliant temperature and humidity levels at all times within the Secure Vault. However, from time to time, the temperature and humidity levels may either drop below or exceed the optimal level.
20. Fixed fire suppression system. The Secure Vault and Argonite Pod are fitted with a fixed fire suppression system (hereinafter the ‘System’). ARDINGTON ARCHIVES LLP shall endeavour to maintain the System at all times. However, from time to time the System may be deactivated for the purposes of servicing.
21. Retrieval service. If Customer requires an Item or Items to be retrieved, a request to this effect should be sent to ARDINGTON ARCHIVES LLP in writing. If this request is received by 12 noon, ARDINGTON ARCHIVES LLP shall use its best endeavours to ensure that the Item is with Customer on the following working day (hereinafter ‘Next Day Retrieval Service’). If the request is received after 12 noon, ARDINGTON ARCHIVES LLP shall use its best endeavours to ensure delivery to the Customer by the day following the next day (i.e. a retrieval requested at 13.00 on Monday will be delivered on Wednesday the same week). Faster retrievals may be possible in emergencies, subject to separate quotation. Personal retrieval is possible by arrangement. The Next Day Retrieval Service is a limited capacity service and ARDINGTON ARCHIVES LLP reserves the right to apply additional timeframes and costs for Next Day Retrieval Service requests over 30 boxes.
Digital retrieval service. A document may also be scanned on request using the Digital Retrieval Service (DRS) and forwarded to Customer via either secure email or Ardington Archives LLP’s online portal. If a file is not easily recognisable or the document is not suitable for the provision of the DRS service, ARDINGTON ARCHIVES LLP reserves the right to dispatch the box in place of DRS.
Permanent retrieval: If Customer requests retrieval of an Item and indicates in the retrieval request that the Item will not be returned for storage in ARDINGTON ARCHIVES LLP’s physical storage facility (hereinafter ‘Permanent Retrieval’), Customer shall incur (a) a cost for the administration of the data and records concerning the Item and (b) a cost for physical removal of the Item from store and preparation for dispatch, unless the Item is already with Customer in which case only an administrative cost shall apply. Additional exit charges, such as opening stores and pallet costs, may be applicable dependent on how boxes are transitioned out of storage. Any such costs will be outlined in the Final Invoice and must be cleared prior to Items being removed from store.
22. Termination of Agreement. If either party wishes to terminate the Agreement, notice expiring on a Billing Date, shall be given to the other party in writing no less than ninety (90) days in advance on a quarter day.
23. Service of notices. Any notice required to be given shall be sufficiently given if properly addressed and sent in writing to, in the case of ARDINGTON ARCHIVES LLP, its office and, in the case of Customer, its last known address or authorised contact, and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
24. Confidential destruction. Unless otherwise requested by Customer and agreed to by ARDINGTON ARCHIVES LLP, boxes used for storing Stored Material shall be recycled for further use via shredding. This process will be performed by an expert service provider. Items held in store will only be destroyed on Billing Dates. Each quarter, utilising the Archive Review Form, Customer should review and inform ARDINGTON ARCHIVES LLP in writing of those items it wishes to have destroyed by the next Billing Date.
25. Force majeure. Neither party shall be liable for delay or inability to perform caused by acts of God, governmental action, war, civil insurrection, or other causes beyond the party’s reasonable control.
26. Law and jurisdiction. These terms and conditions are governed by, and shall be construed in accordance with, English law. The courts of England have exclusive jurisdiction in respect of any disputes which may arise out of these terms and conditions and, for these purposes, each party hereby irrevocably submits to the jurisdiction of the courts of England.
27. Data processing. Where so requested by Customer, ARDINGTON ARCHIVES LLP may provide services in which personal data is processed. This may take the form of, but is not limited to, scanning services and the storing of catalogued data in electronic format, and the option to process data in connection with the provision of these services shall remain valid for the duration of this contract or until the data has been held for the retention period specified by Customer. In such instances Customer remains the controller (within the meaning of the GDPR) and, in order to comply with the GDPR, and any subsequent revisions of it, ARDINGTON ARCHIVES LLP shall:
(a) only process personal data upon the written instructions of Customer, unless required to do so by law;
(b) take appropriate measures to ensure the security of any personal data being processed;
(c) obtain the prior written consent of Customer if it proposes to engage subcontractors to carry out the processing of Customer’s data and ensure that any subcontractors so engaged are party to a contract compliant with Article 28(3) of the GDPR;
(d) ensure that any employees, agency workers, temporary workers or subcontractors that process Customer’s data are subject to a duty of confidentiality laid down in a written contract;
(e) assist Customer in providing subject access and allowing data subjects to exercise their rights under the GDPR;
(f) assist Customer in meeting its obligations under the GDPR in relation to security of processing, notification of personal data breaches and data protection impact assessments;
(g) delete or return all personal data to Customer as requested at the end of the contract unless required by law to retain such personal data;
(h) submit to audits and inspections by Customer or by an auditor or inspector appointed by Customer;
(i) provide Customer with any information required to ensure that both ARDINGTON ARCHIVES LLP and Customer meet their obligations under Article 28 of the GDPR;
(j) notify Customer immediately if it is asked to do something that infringes the GDPR or other data protection law of the EU or any of its Member States.