RECORDS MANAGEMENT AND STORAGE AGREEMENT

DATED: (the “Effective Date”)
Customer(the “Customer”)	Billing Address (If Different)
Street Address:	Street or Box No:
Town: Postal Code:	City: Postal Code:
Primary Contact and Title:	Billing Contact:
Telephone: Fax/email:	Telephone: Fax/email:
Company Registration Number:
Customer Ref No (to be quoted in all correspondence):

THE HILL COMPANY LIMITED (the “Company”) hereby agrees to accept for storage the Items and to provide the Customer with the Services for the Term in accordance with the provisions of this Agreement. The CUSTOMER agrees to be bound by the provisions of this Agreement.

LIMITATION OF LIABILITY

Customer declares that for the purposes of this Agreement, the value of the Items shall be £1.00 per box, carton, crate, container, disk box or other deposited item and accepts that the Company’s maximum aggregate liability is limited to the extent set out in section 7 hereof.

INSURANCE

The Customer is responsible for insurance of all Items placed in the care of the Company.

The terms and conditions of this Agreement shall apply to the exclusion of any terms or conditions put forward by the Customer, whether before or after the Effective Date and any previous course of dealings between the parties.

	THE HILL COMPANY LIMITED
Name …………………………………..	Name …………………………………..
Signature …………………………………..	Signature …………………………………..
Title …………………………………..	Title …………………………………..
Date …………………………………..	Date …………………………………..

1. 1. Definitions and Interpretation
      In this Agreement the following terms shall have the meaning set against them:
      “Business Day”means a day upon which banks are open for business generally in London;
      “Company” shall mean The Hill Company Limited with company registration number 04959684 and registered office situated at Solus 31, Motherwell Way, West Thurrock, Essex, RM20 3LB;“
      Confidential Information” means (without limitation) any information whether oral, written or on electronic media relating to this Agreement (although not its existence), the business and affairs of the parties and their respective clients and technical and commercial data, customer account details, marketing and business plans, client lists, prices and pricing information, commercial agreements between the parties and between either party and a third party, information on communications, data, drawings, diagrams, software programs, trade secrets, know-how, all proprietary information and other intellectual property or rights thereto belonging to either party or held by either party under a duty of care to a third party to treat such information as confidential and any other information specifically identified by either party as confidential;“Control” means the power to direct the management and the policies of the applicable entity, whether through the ownership of voting capital, by contract or otherwise;“Customer’s Premises” shall mean the premises of the Customer details of which are set out in the schedule to which the Company shall deliver Items and from which the Company shall collect Items in accordance with this Agreement;“Emergency Delivery/Collection” means a request by the Customer for a delivery or collection by the Company of Items (i) within two hours of such request during a Working Day; or (ii) on a statutory holiday in England and Wales and 24 December and 31 December in each year within four hours of such request;
      “Items” means the various articles comprising data records howsoever stored whether by means of electronic data capture or in the form of papers or documentation or otherwise and any other materials agreed to be stored by the Company on behalf of the Customer;“Premises of the Company” means the premises of the Company details of which are set out in the schedule and any other premises of the Company as notified by the Company to the Customer by notice in writing from time to time for such purpose;“Services” means the collection storage and delivery of Items and such other services as may be agreed between the parties hereto from time to time;

      “Service Charge” means the monthly charge of the Company for the provision of the Services as set out in the schedule;

      “Term” means a period of ***** calendar months commencing on the Effective Date and continuing thereafter unless and until terminated in accordance with section 11 hereof;

      “Working Day” means the hours of 9.00am to 4.00pm Monday through Friday excluding statutory holidays in England and Wales and 24 December and 31 December in each year.

      Clause headings are for information only and shall not affect (nor be treated or interpreted so as to affect) the construction of the terms and conditions set out in this Agreement.

   2. SERVICE CHARGES
      1. The Service Charge is exclusive of VAT or any similar duty or tax which will be included where appropriate in invoices to the Customer. The Company reserves the right to alter the Service Charge by giving the Customer not less than thirty (30) days’ prior written notice at any time after the expiry of the first twelve months of the Term and annually thereafter.
      2. The Service Charge shall be invoiced to the Customer monthly in arrears and shall be payable within 30 days of the invoice date. Time of payment of the Service Charge shall be of the essence of this Agreement. All other amounts due hereunder shall be paid within 30 days of the invoice date.
      3. Interest will be charged on any late payment at a rate of 4% per annum above the base rate in force from time to time of The Royal Bank of Scotland plc calculated on a daily basis from the due date until the date of payment (as well after as before judgment).
      4. The Company shall have a specific and contractual lien over the Items and shall be entitled to exercise the same to the extent that and for so long as any sums remain overdue upon the Customer’s account. In the event of non-payment or a dispute in relation to the account which has not been resolved within 30 days of the due date for payment the Company may at its absolute discretion serve notice upon the Customer in writing that if payment is not forthcoming within a period of 21 days thereafter it shall dispose of the Items as agents for the Customer. The proceeds of any such disposal shall be applied (i) first in or towards satisfaction of the amounts due to the Company (including interest and expenses incurred during the disposal) and (ii) secondly any balance then remaining shall be accounted to the Customer. The Company shall thereupon be discharged from all liability in relation to the Items. Nothing herein shall preclude the Company from pursuing other rights and remedies available to it by statute or by applicable law.
      5. The Company reserves the right to charge the Customer for waiting time at the Company’s rate then prevailing if any delay is encountered or journey aborted or frustrated because Items requested to be delivered or collected cannot be so delivered or collected by the Company at the appointed date and time due to the fault of the Customer.
      6. The Customer acknowledges that any request for delivery or collection of Items in extraordinary volumes or additional requests outside the scope of the Services herein provided may require the Company to incur additional costs, which the Customer shall pay at the Company’s overtime rates then prevailing provided that the Company shall have first advised the Customer of any such additional costs.
      7. If at any time containers holding the Items are damaged or deteriorate to such an extent that the Items are at risk of damage or loss, the Company shall replace the damaged container(s) and the Customer shall be charged for the replacement container together with a handling fee at the Company’s then prevailing rate.
      8. If the Customer does not have containers suitable which meet with the Company’s approval, the Company shall, at the Customer’s request, supply approved containers to the Customer and shall invoice the Customer for such approved containers supplied in accordance with the charges separately quoted by the Company at the applicable time.
   3. SERVICE
      1. The Company shall use all reasonable efforts to carry out an Emergency Delivery/Collection within the time limits specified. The Company will promptly advise the Customer if for any reason it does not expect to be able to meet the Customer’s requested response times.
   4. CUSTOMER’S OBLIGATIONS
      1. The Customer for itself and where relevant on behalf of its employees, agents and contractors agrees to:
         1. pack the Items safely and securely in a container of the type, dimensions and material previously approved by the Company and to clearly label such container with their customer reference number;
         2. create and supply to the Company upon collection two copies of an inventory detailing each container and cross referring to the serial number or reference number of the Company for each Item (failing which the Company may but shall not be obliged to create such inventories at the Customer’s expense);
         3. provide the Company with a specimen signature for each person who is authorised to instruct the Company to collect, deliver, forward, release or destroy the Items (an “Authorised Signatory”);
         4. abide by the Company’s current safety guidelines and health and safety and security procedures in place whilst attending at the Premises of the Company.
         5. The Customer hereby warrants to the Company that:
         6. the Items are and shall not be highly flammable, explosive, toxic, or otherwise dangerous or unsafe to store or handle, nor do nor shall they contain any illegal substance or any material which is regulated under any national or local law or regulation relating to the environment or hazardous materials;
         7. it will not store negotiable instruments, jewellery or other items which have intrinsic market value at the Premises of the Company;
         8. the Customer’s Premises where the Company’s employees perform the Services hereunder shall be free of all hazardous substances and any other hazardous or dangerous conditions or situations;
         9. it is the owner or legal custodian of the Items and has full authority to store the Items and direct their disposition in accordance with the terms of this Agreement.
   5. SECURITY
      1. Items may only be collected, delivered, forwarded, released or destroyed pursuant to a request made by the Customer’s authorised personnel as evidenced by the written authority and signature of an Authorised Signatory. The written authority and signature of the Authorised Signatory shall constitute a representation and warranty by the Customer that such person(s) shall have full authority to instruct the Company on behalf of the Customer.
      2. If the Customer intends to collect any Items from the Premises of the Company, the Company may require that the Customer’s representative be accompanied at all times by a representative of the Company. The Company reserves the right to charge the Customer for all reasonable costs incurred in relation thereto.
      3. The Customer shall comply with the Company’s reasonable operational and security requirements, as modified from time to time, regarding containers, delivery volumes, access and similar matters.
      4. The Company shall comply with any court order, warrant or similar order relating to the Items, provided that the Company notifies the Customer promptly upon receipt thereof. The Customer shall pay the Company’s reasonable charges for such compliance.
   6. DATA PROTECTION
      1. The parties acknowledge that the Company may, by virtue of the provisions of this Agreement, process “Personal Data”, (as such term is defined in the General Data Protection Regulation ((EU) 2016) (as amended or re-enacted from time to time (“GDPR”)), on behalf of the Customer in providing the Services in accordance with the terms of this Agreement. The Customer warrants that it has all necessary consents and authorisations for the Company to process Personal Data in the manner and for the purposes (which are solely determined by the Customer) and in accordance with the terms of this Agreement. The Company shall act only on the reasonable and lawful instructions of the Customer in respect of such Personal Data. The Company shall comply with all applicable data protection law in force from time to time which, for the purposes of this Clause 6 shall mean GDPR) or any other data protection law implemented during the Term. The Company has its own specific data protection policy, a copy of which shall be made available to the Customer upon request.
      2. Where the Company is to carry out processing on behalf of the Customer, the Company shall use only the processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of the rights of the data subject. Where the Company engages another processor for carrying out specific processing activities on behalf of the Customer, the same data protection obligations as set out in this Agreement shall be imposed on that other processor by applicable law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of GDPR. Where that other processor fails to fulfil its data protection obligations, the Company shall remain fully liable to the Customer for the performance of that other processor’s obligations.
      3. The Company shall not engage another processor without prior specific or general written authorisation of the Customer. In the case of general written authorisation, the Company shall inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object to such changes.
      4. The Company shall:
         • (a) process the personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless
           required to do so by applicable data protection law to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
         • (b) ensures that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
         • (c) take all measures required pursuant to Article 32 of GDPR;
         • (d) respects the conditions referred to in paragraphs 6.2 and 6.3 above for engaging another processor;
         • (e) take into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of GDPR;
         • (f) assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR taking into account the nature of processing and the information available to the Company;
         • (g) at the choice of the Customer, delete or return all the personal data to the Customer after the termination of this Agreement howsoever occurring and shall delete existing copies thereof unless applicable law requires storage thereof;
         • (h) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down under Article 28 of GDPR and allow for and contribute to audits, including inspections upon reasonable notice and at reasonable times during Working Days, conducted by the Customer or another auditor mandated by the Customer.
   7. LIABILITY & LIMITATION OF DAMAGES
      1. The Company shall not be liable for any loss of or damage to Items, howsoever caused, unless such loss or damage results from the negligent acts or omissions of the Company in which case the total liability of the Company to the Customer in respect thereof shall not exceed the sum of £1.00 per box, carton, crate, container, disk box or other deposited item or part thereof so lost or damaged. In no event shall the Company be liable for any loss of business, loss of profits, loss of contracts, loss of goodwill, loss of data or any consequential, indirect or incidental damages arising whether reasonably foreseeable or not as a result of the provision of the Services or any failure on the part of the Company to perform or comply with the terms of this Agreement.
      2. The Company shall not be liable for any loss or damage suffered or incurred by the Customer arising out of or in connection with any loss or misdelivery of or damage to Items or other breach by the Company of its obligations under this Agreement, save that any exclusion or limitation shall not extend to any liability of the Company in respect of any death or personal injury to any person caused by the negligence of the Company.
      3. The Company will indemnify the Customer in respect of death and personal injury to any person which is caused by the negligence of the Company (being negligence as defined in Section 1 of the Unfair Contract Terms Act 1977 (as amended or re-enacted)).
      4. The indemnity given in clause 7.3 is given on the express condition that the Customer will notify the Company of such death or personal injury within 5 working days of the occurrence thereof and will allow the Company full access (upon reasonable notice and in normal working hours) to investigate the cause of death or examine the injury and the causation thereof.
   8. INSURANCE
      1. The Company cannot reasonably estimate the value of the information contained within the Items being stored and therefore is unable to maintain suitable insurance in respect thereof. For this reason Items deposited by the Customer with the Company are not insured by the Company against loss or damage howsoever caused and the Customer agrees to insure and maintain insurance for all Items against all risks that a prudent custodian of such Items would insure against for the duration of the Term. The Customer agrees to provide to the Company evidence of insurance in the form of a valid cover note and proof of payment of premiums upon written request. The Customer shall cause its insurers to waive any right of subrogation they may claim against the Company.
   9. DESTRUCTION OF DATA
      The Customer hereby releases the Company from any and all liability by reason of the destruction of Items pursuant to the Customer’s written direction signed by an Authorised Signatory.
   10. INDEMNIFICATION
       The Customer agrees to fully indemnify and hold harmless the Company and its officers, employees and agents for any liability, cost or expense (including legal fees on a full indemnity basis) arising out of (i) the Company’s possession of the Items; or (ii) the Customer’s breach of any of the terms or conditions of this Agreement.
   11. TERMINATION
       1. This Agreement may be terminated by either party, after the expiry of the first ****** months of the Term, upon not less than three months prior written notice to the other party.
       2. The Company may terminate this Agreement upon written notice to the Customer, in the event that:
          1. the Customer fails to pay any amount due to the Company hereunder on due date; or
          2. the Customer is in default of any other obligation, duty or responsibility under this
             Agreement and such default continues unresolved for a period of thirty (30) days after receiving written notice from the Company requiring remedy; or
          3. the Customer admits its inability to pay or becomes unable to pay its debts as they fall
             due; or
          4. the Customer suspends or discontinues or threatens to discontinue business (other than for the purposes of a solvent reconstruction or amalgamation); or
          5. the Customer makes any arrangement or composition with its creditors or an administrator, receiver, administrative receiver or similar person is appointed or an order is made or resolution passed for its winding up (other than for purposes of a solvent reconstruction or amalgamation); or
          6. the Customer has an encumbrancer take possession of or has a receiver or similar officer appointed of the whole or any significant part of its assets rights or revenues or if an execution sequestration or other process is levied or enforced upon or sued against any of its assets rights or revenues and which is not discharged within fourteen days; or
          7. if anything analogous to the events referred to in 11.2.4 or 11.2.6 above occurs in any jurisdiction in which the Customer conducts its business.
       3. The Customer agrees to notify the Company within twenty-four (24) hours of any change of Control of the Customer and the nature of such change, including the name of the new owner(s). If there is any change of Control of the Customer, the Company may, at its sole discretion, immediately terminate this Agreement upon written notice to the Customer
       4. Termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties. The terms and conditions of this Agreement shall continue to apply after the expiry of the Term until such time as all Items are removed from the Premises of the Company and, subject always to the provisions of Clause 2.4 hereof, the removal of the Items by the Customer, or any person on its behalf, following termination of this Agreement pursuant to the provisions of this Clause 11 shall attract withdrawal charges at the Company’s rates then in force.
   12. CONFIDENTIALITY
       1. Neither party shall use, copy, disclose or part with possession of any Confidential Information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement provided that this obligation shall not apply to Confidential Information which:
          1. the receiving party can prove was in its possession at the date it was received or obtained; or
          2. the receiving party obtains from some other person with good legal title thereto; or
          3. comes into the public domain otherwise than through the default or negligence of the receiving.
       2. The obligations of confidentiality contained in this Clause 12 shall continue in force notwithstanding termination of this Agreement, howsoever occurring.
       3. The obligations of confidentiality contained in this Clause 12 shall not be construed to prohibit disclosure of, and each party may if necessary disclose, the Confidential Information or any portion thereof pursuant to any applicable law or regulation or pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator, or tribunal.
   13. NOTICES
       1. Any notice required to be given hereunder and any process to be served in relation to or arising out of this Agreement (hereinafter called “Notice”) shall be in writing and may be served personally or delivered to the address of the relevant party or parties as appearing in this Agreement or sent by pre-paid registered post to such address. Any Notice served personally shall be deemed to have been given upon such service, any Notice delivered shall be deemed to have been given when delivered, any Notice so given by letter posted by registered post shall be deemed to have been given by midday on the third Business Day after the same shall have been posted and in proving the giving of such Notice it shall be sufficient to prove that the letter containing such Notice was properly addressed and put into the post as pre-paid registered post.
   14. GENERAL
       1. In the event that any additional locations are added to this Agreement as Customer’s Premises, then the Term of this Agreement for such additional locations shall be coterminous with the Term initially established herein.
       2. This Agreement, together with the attached Schedule, represents the entire agreement between the Company and the Customer in respect of the subject matter thereof and may not be amended or modified without an amendment to this Agreement signed by both the Company and the Customer. Any alternative or additional terms and conditions proposed by the Customer not expressly set forth in any amendment to this Agreement signed by the Company shall not bind and are hereby rejected by the Company.
       3. No failure by the Company to exercise and no delay by the Company in exercising any right, power of privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege, The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
       4. If the performance by either party of their respective obligations or undertakings under this Agreement is interrupted or delayed by any occurrence not occasioned by the conduct of either party to this Agreement and is outside their control, whether that occurrence is caused by war, riot, insurrection, national emergency, fuel crisis, strike, embargo, storm, earthquake or other natural forces, or by the acts of anyone not a party to this Agreement, or by the inability to secure materials or transportation, then the party so affected shall be excused from any further performance for whatever period of time after the occurrence as may reasonably be necessary to remedy the effects of that occurrence except that this clause shall not apply to any obligation to meet payments outstanding and due under this Agreement.
       5. A person or entity who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
       6. The Company may assign the benefits of this Agreement. The Customer may not assign the benefits of this Agreement without the prior written consent of the Company.
       7. The Company shall be entitled to sub-contract the whole or any part of its obligations hereunder other than those relating to the storage of the Items to such sub-contractors and upon such terms and conditions as the Company in its absolute discretion shall think fit, provided that as between the Company and the Customer, the Company shall remain primarily responsible for the performance of its duties and obligations hereunder and for the performance of such sub-contractors.
       8. All other terms, conditions and warranties, whether express or implied, statutory or otherwise, are excluded save to the extent provided in the terms and conditions of this Agreement and signed on behalf of both parties by their duly authorised representatives.
       9. This Agreement shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English courts.

 

Schedule
Premises of the Company
Solus 31, Motherwell Way, West Thurrock, Essex, RM20 3LB.
Unit 1, Dolphin Way, Purfleet, Essex. RM19 1NZ.
Aston Point, Aston Lane South, Runcorn, Cheshire. WA7 3GJ.
James Murray House, Starlaw Rd, Livingston. EH54 8TE.
Unit 7, Beam Reach Business Park, Consul Avenue, Rainham, Essex, RM13 8GJ.
Severn House, Severn Road, Hallen, Bristol, BS10 7SB.
Customer’s Premises.
Pricing