Terms & Conditions

1

OUR WEBSITE

1.1

http://www.file-centre.co.uk/shredding-products is a site operated by File Centre Document & Data Storage Ltd. We are registered in England and Wales under company number 05908075 and with our registered office 14-16 Dixon Road, Brislington Trading Estate, Bristol, BS4 5QW. Our VAT number is 885439474.

1.2

If you are ordering Services via our site then by ticking the box "By ticking here I agree to the terms and conditions above" you agree you accept these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our site. You should print a copy of these terms and conditions for future reference.

2

YOUR STATUS

2.1

By placing an order, you warrant that:

3

HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

3.1

You may place an order for Services with us in three ways:

3.2

After placing an order through our site, or calling our sales team to place an order, or sending an email to place an order, you will receive an e-mail from us acknowledging that we have received your order (Confirmation). Please note that each order submitted by you will be deemed to be an offer to purchase Services subject to these terms and conditions. The contract between us (Contract) will only be formed when we send you the Confirmation.

3.3

We may at our discretion decide not to accept any orders for any reason.

3.4

The Contract will relate only to those Services which we have confirmed in the Confirmation.

3.5

These terms and conditions are the only conditions on which we are prepared to deal with you and they will apply to all Contracts to the exclusion of any other terms and conditions including but not limited to those which you purport to apply.

3.6

No terms or conditions endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by you to us will form part of the Contract.

4

INTELLECTUAL PROPERTY

4.1

All intellectual property rights in the Services and any other processes or methods created, supplied or used by us from time to time, belong to us.

4.2

Any intellectual property rights belonging to you as at the effective date of the Contract shall remain owned by you. You shall indemnify and keep indemnified us from and against any and all costs, claims, damages, losses and expenses (including legal expenses) arising from any third party claiming or alleging that our use of such intellectual property rights infringes that third party’s rights.

4.3

This Contract does not transfer to you any ownership rights in the Services and/or the technology used to provide the Services, any documentation related to the Services or any processes used by us to provide the Services, all of which shall remain the exclusive property of us.

4.4

For the purposes of this clause "intellectual property rights" means patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, semiconductor topography rights, trademarks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off.

5

TERM AND APPOINTMENT

5.1

You appoint us to provide the Services in accordance with the terms of the Contract, which shall include:

5.2

The Services supplied under the Contract shall be provided by us to you from the date specified in the Confirmation and shall continue (subject to the rights of early termination) until completion of the Services whereupon this Contract shall terminate.

6

OUR OBLIGATIONS

6.1

We shall use reasonable endeavours to:

6.2

We shall use reasonable endeavours to promptly inform you if we believe that we will be unable to provide the Services within any applicable or agreed timescales, but we shall not be liable for any delay in providing the Services.

6.3

We shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of your premises and that have been communicated to us in writing, provided that we shall not be liable under the Contract if, as a result of such observation, we are in breach of any of our obligations under the Contract.

6.4

We shall provide the Services:

7

YOUR OBLIGATIONS

7.1

You shall:

7.2

If our performance of our obligations under the Contract is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.

7.3

You shall be responsible for, and warrant compliance with, all contractual restrictions and all applicable laws, rules and regulations, including environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials (including Articles) provided to us. You shall reimburse us for any reasonable costs, fees or expenses (including reasonable legal fees) incurred by us arising from or in connection with us shredding materials for you.

7.4

You warrant and undertake that you:

7.5

You acknowledge and agree that:

8

TERMINATION

8.1

Either party may terminate the Contract by notice in writing to the other:

8.2

You may terminate the Contract in accordance with clause 13.1.

8.3

Upon the termination of the Contract for any reason, you shall be liable to pay us termination costs to cover the cost of us retrieving any Containers (if applicable) from you.

9

PRICE AND PAYMENT

9.1

The price of any Services will be as quoted on our site from time to time, except in cases of obvious error. All prices are in Great British Pounds (GBP, £)

9.2

These prices exclude VAT and delivery costs, which will be added to the total amount due as set out on the site and in our Confirmation.

9.3

Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.

9.4

We accept payment via credit or debit card or such other method as we may agree to from time to time. We reserve the right to charge a handling fee when paying by credit card, if a handling fee is applicable we will notify you of this.

9.5

If you do not have a credit account you must pay for the Services at the time of order. If you have a credit account, payment is due within 30 days of the date of our invoice.

9.6

If you are a business and not purchasing as a consumer and you fail to pay any amount due to us under any Contract on the due date, interest shall be added to such amount at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 for the period from and including the date of receipt (whether before or after judgment).

9.7

If you have a credit account and, in our view, your credit-worthiness deteriorates before delivery of the Services we may require payment in full or in part of the price prior to delivery, or the provision of security for payment by you in such form as is acceptable to us.

9.8

We reserve the right to alter or withdraw at any time any credit allowed to you.

9.9

We reserve the right to charge you for waiting time at our then prevailing rate if any delay is encountered or journey aborted or frustrated because Articles requested for collection cannot be collected by us at the appointed time due to your fault.

9.10

We may, without prejudice to any other rights we may have, set off any liability of you to us against any liability of us to you.

10

OUR LIABILITY

10.1

Nothing in the Contract shall be deemed to be an exclusion or limitation (or attempt to create an exclusion or limitation) of either our or your liability for:

10.2

You acknowledge and agree that:

10.3

Our total liability in respect of loss of or damage to tangible property (excluding Articles) shall not in any circumstances exceed one million pounds (£1,000,000) in any year of the Contract.

10.4

We shall not be liable in case of loss, destruction, or damage of or to your items (including Articles) to the extent that items are in your possession, at your Premises or have been transferred to or collected by a third party carrier or other service provider appointed by you or at your direction.

10.5

You acknowledge and agree that we shall not be responsible or liable whatsoever for the contents of the Articles and we shall have no liability to you for the shredding or destruction of Articles at your direction or in accordance with the provision of the Services.

10.6

You agree to indemnify us from any liability to you or any third party in case of shredding or destruction of the Articles at your direction Customer.

10.7

Our liability for the direct losses that arise as a result of our negligence in performing the Services in accordance with the Contract shall not exceed the aggregate amount of the Price that you have paid for the Services in the one (1) month preceding the event which gave rise to the claim.

10.8

In the event that we are liable to you under the Contract, our liability shall be limited to direct damages, and in no event and under no legal theory, including tort, contract or otherwise, shall we be liable for any indirect, special, incidental or consequential damages (including loss of profits) even if advised of the possibility of such damages.

10.9

In the event of any complaint or claim by you that any Articles have been lost, damaged or destroyed without proper authorisation, such complaint or claim must be made in writing to us within a reasonable period and no later than sixty (60) days after delivery or return of the Articles concerned (if any) or otherwise within sixty (60) days after you have been informed by us of such loss, damage, or destruction.

11

DATA PROTECTION

11.1

You acknowledge that we may have access to personal data in providing the Services.

11.2

We will take reasonable technical and organisational measures to protect any personal data against unauthorised or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage and which include:

11.3

We shall act only on reasonable instructions from you in respect of such personal data. Except as required by the provision of the Services, we shall not retain any copy, abstract, précis or summary of any of the personal data.

11.4

We shall only have access to the personal data as part of the Services and for no other purpose.

12

CONFIDENTIALITY

12.1

In this clause 12, "Confidential Information" means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party (“Disclosing Party”) to the other (“Receiving Party”) whether before or after the date of the Contract including information relating to the Services, or any of the Disclosing Party's other operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs.

12.2

During the term of the Contract and after termination or expiry of the Contract for any reason the Receiving Party:

12.3

During the term of the Contract the Receiving Party may disclose Confidential Information to any of its directors, other officers, employees, sub-contractors and customers (a "Recipient") to the extent that disclosure is absolutely necessary for the purposes of the Contract.

12.4

Before disclosure of Confidential Information to a Recipient, the Receiving Party shall ensure that such Recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under the Contract as if the Recipient was a party to the Contract.

12.5

Clauses 12.2 to 12.4 do not apply to Confidential Information which:

13

OUR REFUNDS POLICY

13.1

Other than where we have commenced performance of the Services, you may cancel an order for Services within seven calendar days of placing an order by contacting our support team on 0117 972 5788 or via email to info@file-centre.co.uk  We will confirm your cancellation by email to you.

13.2

If you cancel an order for Services under clause 13.1 and we have already commenced performance of the Services, you agree to pay us any costs we have incurred, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact us.

13.3

If you cancel an order under clause 13.1 and you have made any payment in advance for Services that have not yet been provided to you, we will refund these amounts to you. We will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Services in full.

13.4

We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

14

WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication, and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

15

NOTICES

All notices given by you to us must be given to the Managing Director, File Centre, 14-16 Dixon Road, Brislington Trading Estate, Bristol, BS4 5QW. We may provide notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 14 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to establish, in the case of a letter, that such letter was adequately addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee

16

NOTIFICATIONS, COMPLAINTS AND LEGAL ACTIONS

16.1

Any formal legal proceedings issued by you or any third party against us for loss, damage, or destruction of the Articles or provision of the Services shall only be valid if made within nine (9) months after either (i) the date of performance of the Services concerned, or (ii) the date when the loss, damage, or destruction of all or part of the Articles has been communicated to you.

16.2

Any notification required under the Contract must be sent to the interested party at the address on the front page of the Contract. Notifications sent to us should be marked for the attention of File Centre’s Managing Director.

16.3

All notices that are required to be given under the Contract shall be in writing and shall be sent to the registered address of the party, by first class pre-paid letter or fax transmission and shall be deemed to have been received:

17

TRANSFER OF RIGHTS AND OBLIGATIONS

17.1

The Contract between you and us is binding on you and us and our respective successors and assigns.

17.2

You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

17.3

We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

18

EVENTS OUTSIDE OUR CONTROL

18.1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

18.2

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

18.3

Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

19

WAIVER

19.1

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

19.2

A waiver by us of any default shall not constitute a waiver of any subsequent default.

19.3

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

20

SEVERABILITY

If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

21

THIRD PARTIES

A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

22

ENTIRE AGREEMENT

22.1

These terms and conditions and our terms and conditions of use and our privacy policy represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

22.2

We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

22.3

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

23

OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

23.1

We have the right to revise and amend these terms and conditions from time to time so we recommend that you check these terms and conditions each time you make a purchase of any Services. Your continued use of the site will indicate your acceptance of the amended terms and conditions.

23.2

You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).

24

LAW AND JURISDICTION

24.1

Contracts for the purchase of Services will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales although we retain the right to bring proceedings against you for breach of these terms and conditions in your country of residence or any other relevant country.