TERMS AND CONDITIONS
Underground Vaults & Storage, Inc. agrees to:
- Hold in confidence any information or material received as part of the destruction process,
- Destroy material within a reasonable length of time (adhering to NAID requirements unless noted above. Purge processing may exceed standard timeframes.),
- Thoroughly destroy by shredding the material in the above-described containers into material consistent with the NAID AAA Certification standards, unless noted above,
- Dispose of such remains appropriately either through refuse service or paper recycler, at company’s sole discretion,
- And, to provide client with a certificate authenticating the destruction on their invoice, should an invoice be provided.
Company will comply with any HIPAA or GLBA agreements as they apply to privacy and/or information security that may have been entered into separately and prior to this agreement.
Client assures that documents released to company are free from any hazardous material including but not limited to biohazards. Client shall be liable for any damages to company for transportation, handling, destruction and disposal of such hazardous material.
Company does not offer advice or consulting as to the retention period of documents. The client agrees to hold harmless the company for any documents mistakenly or otherwise placed in the container and destroyed. The client additionally holds harmless company for any action taken on the remains after disposition by the company.
Company cannot and will not be responsible for any actions to documents and information prior to receipt from the client and after disposition of the remains.
Invoices shall be due and payable within thirty (30) days from receipt of the applicable invoice. Amounts due and not paid within thirty (30) days after date of the invoice may bear interest at the rate of one and one-half percent (1.50%) per month, and may be responsible for reasonable attorney and collection fees for unpaid balances.
RESPONSIBILITIES
Right to Rely on Instructions. Company may act in reliance upon any instruction, instrument, or signature reasonably believed by Company to be genuine, and may assume that any of Client’s employees or any employee of Client’s affiliates or subsidiaries giving any written or verbal notice, request, or instruction has the authority to do so.
Compliance with Contracts, Laws and Regulations. Client shall be responsible for, and warrant compliance with, all contractual restrictions and all applicable laws, rules and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials delivered to Company. Company shall comply with applicable laws, statutes, regulations and ordinances.
Cooperation and Assistance. Client shall cooperate with Company with regard to the performance of the Services, subject to normal security requirements and in a manner that is not unnecessarily disruptive to Client’s business operations, by providing to Company such information, data, access to premises, management decisions and approvals as may be reasonable to permit Company to perform the Services hereunder.
Hazardous Substances. Client shall not deliver to Company any material considered toxic or dangerous or which is regulated under any federal or state law or regulation relating to hazardous materials. In the event of the accidental or negligent custodial transfer of hazardous or regulated waste, including bio-hazard, Client agrees to arrange to appropriately, safely and legally assume custody of such hazardous materials at their expense. This responsibility includes remediation of contaminates that may impact staff, equipment or facilities of Company including but not limited to requirements of any local, state or federal agencies. And further to indemnify the Company from any property damage or personal injury resulting from such transfer of material. These standards apply to materials received containing any mold.
Material Descriptions: Itemized lists or descriptions of contents of materials submitted by the Client to the Company shall be generally considered for recordkeeping, reconciliation, and reference purposes only, and are not to be considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. Company will make provision for validation of such document contents in advance and under special terms and fess at the request of the Client.
CONFIDENTIALITY – “Confidential Information” means any information relating to Client’s property, business and affairs. Unless such Confidential Information was previously known to Company free of any obligation to keep it confidential, is subsequently made public by Client or by a third party having a legal right to make such disclosure, or was known to Company prior to receipt of same from Client, it shall be held in confidence by Company and shall be used only for the purposes provided in this Agreement. Company shall use the same degree of care to safeguard your Confidential Information as it uses to safeguard its own. However, Company may comply with any subpoena or similar order related to materials delivered to Company; provided that it shall, unless prohibited by law, notify Client promptly of any such subpoena or notice. Client shall pay Company’s reasonable costs for such compliance. Evidence of compliance with any federal or state compliance law including, but not limited to, HIPAA, GLBA or FACTA, shall be covered under separate agreement only as requested by Client.
CLAIMS AND DISPUTE RESOLUTION
Time for Presenting Claims. Client must present any claim with respect to any Service in writing to Company within a reasonable time and in no case later than three (3) months after the occurrence of the event on which the claim is based.
Arbitration. Any claim, controversy, or dispute arising out of or relating to this Agreement, or any interpretation or breach of this Agreement or performance under this Agreement, including without limitation any dispute concerning the scope of this Article 6, that cannot be resolved within fifteen (15) days by informal discussions between the parties, shall be resolved by submission to final, binding and nonappealable arbitration, without any right by either party to trial de novo in any court. Such arbitration and all pre- hearing, hearing, and post-hearing arbitration procedures, including for discovery, disclosure of arbitrator’s interests, and challenge of designation of any arbitrator, shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be selected by the American Arbitration Association.
Services during Arbitration. During any arbitration proceedings, Company shall continue to provide Services, and Client shall continue to make payments to Company, in accordance with this Agreement. The fact that arbitration is or may be allowed shall not impair the exercise of any termination rights under this Agreement.
LIABILITY AND WARRANTY
Limitation of Liability, Company shall not be liable to the Client or to Client’s officers, owners, employees, agents, licensees or invitees for any loss or damage, including attorney’s fees and expenses, arising from any damage to Client’s property, or personal injury to Client or to Client’s officers, owners, employees, agents, licensees or invitees unless caused by, or due to, the sole negligence or willful misconduct of Company, its agents, servants or employees. Client shall give prompt written notice to the Company of any damage to property or injury to Client’s officers, owners, employees, agents, licensees or invitees.
Company shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for secure destruction (including materials instructed to take or materials released for destruction from record storage) unless the release or loss is due to Company’s negligence or willful misconduct. Company’s maximum liability for any and all claims arising with respect to the Services provided under this Agreement shall not exceed the aggregate amounts paid by Client with respect to the Services provided at the particular Client location during the six (6) months preceding the event which gives rise to a claim. In no event shall Company be liable for any consequential, incidental, special, punitive or other damages, regardless of whether the action is brought in tort, contract or any other theory.
Ownership Warranty. Client warrants that it is the owner, legal custodian or otherwise has the right to deliver for confidential destruction any and all materials Client provides Company hereunder. Client shall reimburse Company for any expenses reasonably incurred by Company (including reasonable legal fees) by reason of Company complying with its obligations under this Agreement to destroy such materials in the event of a dispute concerning the destruction of the materials provided by Client to Company.
MISCELLANEOUS
Notices. All notices hereunder shall be in writing and addressed to either party at its billing address or the address of its registered agent (or to such other address as either party may specify by notice given in accordance with this Section).
Binding Nature and Assignment. This Agreement shall be binding on the parties and their respective successors and assigns.
Force Majeure. Each party shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control.
Relationship of Parties. Company is acting as an independent contractor hereunder and has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under this Agreement.
Invalidity. If any provision of this Agreement is declared invalid by any tribunal of competent jurisdiction, then such provision shall automatically be adjusted to the minimum extent necessary to the requirements for validity as declared at such time and as so adjusted shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.
UVS form 14-014 (02/2024)