HUMPHREYS DATA MANAGEMENT TERMS AND CONDITIONS (these “Terms and Conditions”)
In this Agreement:
this “Agreement” | these Terms and Conditions together with the relevant Agreement Schedule and any document specifically referred to or incorporated into the Agreement Schedule as applying to this agreement; |
“Agreement Schedule” | the document containing the specific information relating to the particular services supplied or to be supplied by Humphreys to the Client; |
“Barcode” | the barcode identifier given by Humphreys to particular Client Files; |
“Box” | a physical box containing Client Files; |
“Breach of Duty” | has the meaning given to it in Clause 7.10.1; |
“Business Day” | any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London; |
“Business Hours” | the hours between 9am to 5pm on Business Days; |
“Carton” | a Box of such proportions as Humphreys identifies as being a “Carton”, being one cubic foot; |
“Client” | the client whose details may be more particularly set out in the Agreement Schedule; |
“Client Data” | any data relating to the Client or the Client’s employees, agents, representatives, contractors, suppliers or customers or clients, in each case as provided by or on behalf of the Client to Humphreys, and which may be included within the Client Files; |
“Client File” | a file (in any format and on any medium) supplied by the Client to Humphreys in respect of which Humphreys provides any of the Services (and which may include business records or papers relating to the Client, x-rays, data, images, drawings, microfilms, paper, emails or deeds); |
“Client Location” | the location at which the Client is based; |
“Client Number” | a number given to a Client File or Box by the Client when the Client supplies the Client File to Humphreys; |
“Commence-ment Date” | the date stipulated as such in the Agreement Schedule (or if none stipulated then the date on which the last of the Parties to sign the Agreement Schedule signs it); |
“ConfidentialInformation” | any information in any form or medium obtained by or on behalf of one Party from or on behalf of the other Party in relation to this Agreement (or which may be discovered by being on the other Party’s premises) which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential (whether disclosed or obtained before, on or after the date of this Agreement) together with any reproductions of such information or any part of this information (and Humphreys’ “Confidential Information” shall include information and materials relating to Humphreys’ other customers or clients (including discovered in accordance with Clause 4.1.6), and the Client’s “Confidential Information” shall include the Client Data and Client Files); |
“Fee” | the fee payable by the Client to Humphreys for the supply by Humphreys of the Services as stipulated in the relevant Agreement Schedule (or if not stipulated there, it shall be at Humphreys’ standard charges as may be set out in Humphreys’ latest Rate Card from time to time); |
“Humphreys” | Humphreys Data Management Limited, a company registered in England under number 02463456 with registered office at 1 Sydney Road, Watford, Hertfordshire, WD18 7XX; |
“Intellectual Property Rights” | copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; |
“Liability” | has the meaning given to it in Clause 7.10.2; |
“Party” | either Humphreys or the Client; |
“Rate Card” | Humphreys’ standard rate card for services provided to its clients generally as updated by Humphreys from time to time; |
“Rates” | Humphreys’ time and materials rates for providing Services, being at the rates set out in the Agreement Schedule or (if not set out there) at Humphreys’ standard time and materials rates from time to time set out in the Rate Card; |
“Services” | any services (which may include document storage, indexing, electronic document management, scanning, re-boxing, shredding or final delivery services) provided or to be provided by Humphreys to the Client pursuant to this Agreement, as may be more particularly described in or pursuant to the Agreement Schedule or as agreed between the Parties in writing from time to time; |
“Supplied Material” | any material (in any form or in any medium) provided or to be provided by or on behalf of the Client to Humphreys for the Services, which may include any Client Files and Client Data, as may be set out in the Agreement Schedule; |
“Term” | the term of this Agreement referred to in Clause 9.1; |
“Warehouse” | the location at which Humphreys stores the Client File; |