TERMS

1. Interpretation

In these Terms the following terms have the following meanings:

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time to time.

References to the parties or a party is to the parties to or a party to this Contract.

2. About Secure-shred
   • Secureshreduk Limited is a limited company, registered in England and Wales under company number 12771158 and has its registered office at Unit 4, Lamby Industrial Park, Wentloog, Cardiff, CF32EX. Secure-shred is a trading name.
   • You can contact Secure-shred by telephoning Secure-shred on [02920 448 116] or by e-mailing Secure-shred at [enquiries@secure-shred.co.uk].
   • If you wish to contact Secure-shred in writing, or if any clause in these Terms requires you to give Secure-shred notice in writing, you can send this to Secure-shred by e-mail, by hand, or by pre-paid post to the registered office address set out above. Secure-shred will confirm receipt of this by contacting you in writing. If Secure-shred has to contact you or give you notice in writing, Secure-shred will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.

3. Basis of contract
   • Your Order constitutes an offer by you to purchase Services in accordance with these Terms.
   • Your Order shall only be deemed accepted when Secure-shred issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
   • These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.
   • Any quotation given by Secure-shred shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

4. Our Services
   • Secure-shred will supply the Services using reasonable skill and care.
   • Secure-shred shall use reasonable endeavours to meet any agreed performance dates but such dates are estimates only and time shall not be of the essence. Secure-shred reserves the right to reschedule any collection date.  Save where it is necessary to reschedule a collection for circumstances beyond its control, Secure-shred will use reasonable endeavours to provide you with not less than 24 hours’ notice.
   • Secure-shred reserves the right to make any changes to the Services which are necessary to comply with applicable laws and regulations or which do not materially affect the nature or quality of the Services and will notify you of such changes.
   • Secure-shred will observe all reasonable health and safety rules and regulations and security requirements that apply at the Services Location(s) and which have been communicated to Secure-shred provided that Secure-shred will not be liable under the Contract if as a result of such obligations Secure-shred are in breach of any of its obligations under this Contract.
   • Once collected from the Services Location(s) all Waste Materials collected by Secure-shred in the provision of the Services shall become the property of Secure-shred.
   • Pending collection by Secure-shred, all Waste Materials collected within the Collection Units remain your property and your responsibility.  You are responsible for maintaining the confidential nature of any Waste Materials whilst stored on your premises.   Secure-shred shall not be liable for any breach of confidentiality or failure to comply with Data Protection Legislation (as defined in clause 8.1) which arises as a consequence of the storage of Waste Materials pending its collection by Secure-shred and without affecting any right or remedy available to Secure-shred, you will reimburse Secure-shred any losses, damages, penalties, costs and expenses incurred by Secure-shred as a consequence of your failure to comply with this clause 4.6.

5. Your obligations
   • You shall ensure that the Order and any information you have provided are complete and accurate.
   • You shall provide Secure-shred, its employees and sub-contractors with such access to the Services Location(s) as is necessary for it to perform the Services and will ensure that access to all Collection Units is clear and free from obstruction.
   • If on any date on which a collection of your Collection Units (or their contents) is scheduled there are any circumstances which could affect Secure-shred’s ability to collect the Collection Units (or their contents) or which could present a health and safety risk to Secure-shred’s employees or sub-contractors e.g. if lifts within the Services Location(s) are out of order you shall notify Secure-shred of such circumstance as soon as practical prior to the scheduled time of collection.   In such circumstances the date of collection of the Collection Units (or their contents) shall be re-scheduled to a mutually agreed time.  
   • On the date of each collection, an authorised representation of your business must be available to sign off the Waste Transfer Notice. The appointed person must have authority to represent and contractually bind you in respect of the Services.  
   • Only Waste Materials can be placed in the Collections Units. At no time shall food waste, batteries, lever arch files or large metal or plastic materials be placed in the Collection Units.
   • You shall
     • cooperate with Secure-shred in all matters relating to the Services;
     • provide Secure-shred with clear, timely and accurate instructions;
     • provide Secure-shred with such information as Secure-shred may reasonably require in a timely manner and will ensure all such information is complete, legible and accurate;
     • promptly inform Secure-shred if any information supplied is incomplete or inaccurate;
     • at your expense, obtain and maintain any licences, permissions approvals or consents which may be required to enable Secure-shred to provide the Services;
     • comply with all applicable laws, regulations and codes of conduct or practice;
     • comply with any specific obligations set out in the Contract Details.
   • If as part of the Services you are supplied with Collection Units you must keep all such Collection Units at the Services Location(s) in safe custody at your own risk.   Such Collection Units must be kept in good condition (excluding wear and tear) until returned to Secure-shred.  The Collection Units remain Secure-shred’s property and you must not dispose or use the Collection Units other than in accordance with Secure-shred’s written instructions.
   • All Waste Materials must be stored in the Collection Units. Secure-shred shall have no obligation to collect Waste Materials to the extent they are not contained within the Collection Units.
   • If Secure-shred’s ability to perform its obligations under the Contract is prevented or delayed or Secure-shred suffers any loss, costs or expenses due to a failure on your part to perform your obligations set out in these Terms (and if applicable, the Contract Details) (Your Default) then without limiting any other remedy available to Secure-shred:-
     • Secure-shred may suspend the supply of the Services until such time as Your Default has been remedied;
     • Secure-shred shall not be responsible for any delays or for any costs or losses you incur arising directly or indirectly out of its inability to perform its obligations;
     • you shall reimburse Secure-shred on written demand for any costs or losses sustained or incurred by Secure-shred arising directly or indirectly from Your Default.

6. Our Charges
   • In consideration of the provision of the Services you shall pay Secure-shred the Charges in accordance with this clause 6.
   • All amounts payable by you are exclusive of VAT which you shall be liable to pay at the prevailing rate, subject to receipt of a valid VAT invoice.
   • Unless otherwise agreed, Secure-shred shall invoice you on completion of the Services. You shall pay each invoice submitted by Secure-shred within 30 days of the date of the invoice to the bank account nominated in writing by Secure-shred.  Time for payment is of the essence of the Contract.
   • If you do not make any payment due to Secure-shred by the due date for payment Secure-shred may (without affecting any of its other rights and remedies) charge interest to you on the overdue amount at the rate of 4% a year above the base rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement.  You must pay Secure-shred interest together with any overdue amount.
   • All amounts due by you to Secure-shred under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Confidentiality
   • Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party except as permitted by clause 7.2.
   • Each party may disclose the other party’s confidential information:-
     • to such of its respective employees, officers, representatives, sub-contractors, agents or advisers who need to know such information for the purposes of exercising its respective rights or carrying out its respective obligations under the Contract. Each party will each ensure that such employees, officers, representatives, sub-contractors, agents or advisers comply with this clause 7;
     • as may be required by law, court of competent jurisdiction or any governmental or regulatory agency.
   • Each party may only use the other’s confidential information for the purpose of fulfilling its respective obligations under the Contract.
   • Information shall not be deemed confidential if it is or becomes generally available to the public (other than by disclosure in breach of this Contract), was lawfully in the possession of the recipient on a non-confidential basis before disclosure by the disclosing party, was, is or becomes available to the recipient on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information.

8. Data Protection
   • In this clause 8 Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and the Data Protection Act 2018 and regulations made thereunder.
   • Each party will comply with all applicable requirements of the Data Protection Legislation.
   • Where the Services require Secure-shred to process personal data only Secure-shred shall:-
     • process such personal data only on your written instructions unless Secure-shred is otherwise required by law to process such data;
     • ensure that Secure-shred has in place appropriate technical and organisational measures to protect such data;
     • ensure all personnel who have access to and/or process personal data are obliged to keep it confidential;
     • not transfer any personal data outside of the UK without your written consent;
     • Secure-shred will assist you, at your cost, in responding to any request from a data subject;
     • Secure-shred will notify you on becoming aware of a personal data breach;
     • Secure-shred will delete or return personal data on termination of this Contract save to the extent Secure-shred is required by law or any regulatory requirement to keep the same or such personal data has been disposed of in the provision of the Services;
     • Secure-shred will maintain and keep records and information to demonstrate our compliance with this clause 8.

9. Complaint Procedure
   • Secure-shred are committed to providing a high quality of service. If you are unhappy about any aspect of its service please contact us.  Secure-shred have a complaints procedure which details how Secure-shred handles complaints.  This procedure is available on request.  Any complaint will be handled promptly, efficiently and fairly in accordance with our complaints procedure.

10. Secure-shred’s liability
    • Nothing in the Contract excludes or limits in any way Secure-shred’s liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      • in any other circumstances where it would be unlawful for Secure-shred to exclude or limit our liability.
    • Secure-shred shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sale or business, loss of or damage to goodwill, or any indirect or consequential loss arising under or in connection with the Contract.
    • Secure-shred’s total liability to you in respect of all losses arising under or in connection with this Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges.

11. Termination
    • Without limiting any other rights available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:-
      • the other party commits a material breach of any term of the Contract and (if such a breach is remedial) fails to remedy that breach within 14 days of that party being notified to do so; or
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
    • Without affecting any other right or remedy available to it, Secure-shred may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.

12. Consequences of Termination
    • On termination of the Contract:-
      • you shall immediately pay to Secure-shred all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Secure-shred shall submit an invoice which shall be payable by you immediately on receipt;
      • you shall return all Collection Units. If you fail to do so Secure-shred may enter the Services Location(s) and take possession of the Collection Units.   Until the Collection Units have been returned to Secure-shred you shall be solely responsible for its safe keeping.   
    • Termination shall not affect any rights, remedies obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Events outside our control
    • Secure-shred will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond its reasonable control (Event Outside Our Control).
    • If an Event Outside Our Control takes place that affects the performance of its obligations under the Contract:-
      • Secure-shred will contact you as soon as possible to notify you; and
      • Secure-shred’s obligations under the Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Our Control. Secure-shred will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14. Communications between the parties
    • Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next day delivery service or email.
    • A notice or other communication is deemed to have been received:-
      • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first class post or other next working day delivery service at 9.00 am the second day after posting; or
      • if sent by email at 9.00am on the next working day after transmission.
    • The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

15. Other important terms
    • Secure-shred may at any time assign, mortgage, charge, sub-contract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract.
    • You must not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of your rights and obligations under the Contract without Secure-shred’s prior written consent.
    • Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by Secure-shred.
    • Unless expressly stated, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • Each of the clauses and paragraphs of the Contract operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses and paragraphs will remain in full force and effect.
    • If Secure-shred fails to insist that you perform any of your obligations under the Contract or if Secure-shred does not enforce its rights against you, or if Secure-shred delays in doing so, that will not mean that Secure-shred has waived its rights against you and will not mean that you do not have to comply with those obligations. If Secure-shred does waive a default by you, Secure-shred will only do so in writing, and that will not mean that Secure-shred will automatically waive any later default by you.
    • This Contract is the entire agreement between the parties in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, or representation or assurance or warranty that is not set out in the Contract.
    • This contract is governed by English and Welsh law. The parties both agree that the courts of England and Wales will have exclusive jurisdiction.