Terms
and Conditions
Updated June 2026
Standard Conditions and Schedules as set out below apply to all Services and the supply of Goods. The Supplemental Conditions apply in addition to the Standard Conditions to the extent that the relevant Service is referred to in the Service Agreement. The Contract relates to the provision of Services by SAS to the Customer, which operates as a business. Services are not provided to consumers.
Standard Conditions
1. Contract formation
1.1
The Contract and the documents referred to in it constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SAS which is not set out in the Contract.
1.2
Any samples, drawings, descriptive matter or advertising issued by SAS and illustrations or descriptions of the Goods and/or Services contained in SAS’s marketing materials or on SAS’s website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
1.3
The Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4
Any further services provided by SAS will be agreed in writing between SAS and Customer prior to their performance and may be specified in a revised Service Agreement.
1.5
The provisions of the Service Agreement shall take priority in interpretation where there is a conflict between any provision in the Conditions and the Service Agreement.
2. Goods and delivery of goods
2.1
The Goods are as specified in the Service Agreement.
2.2
SAS shall deliver the Goods to the location set out in the Service Agreement or such other location as the parties may agree, at such times as the parties may agree.
2.3
Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. SAS shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide SAS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
2.4
Except where the Customer has purchased the Goods from SAS, the Goods shall at all times remain the property of SAS. On termination or expiry of the Contract, the Customer shall promptly return the Goods to SAS.
2.5
On demand, the Customer will fully compensate SAS for any damage to, or loss of, the Goods, at replacement value except for loss or damage caused by SAS.
3. Supplier’s warranty and obligations
3.1
SAS shall:
3.1.1
provide the Services in accordance with the Service Agreement and the Relevant Standards, or where none apply, with reasonable skill and care;
3.1.2
use reasonable endeavours to comply with a given service level or date for provision as agreed with the Customer. However, time for performance shall not be of the essence.
3.1.3
ensure that the confidentiality of the Confidential Material is maintained at all times; and
3.1.4
comply with the data processing provisions as set out in Schedule 2.
4. Customer's obligations
4.1
The Customer shall:
4.1.1
ensure that the terms of the Service Agreement are complete and accurate;
4.1.2
co-operate with SAS in all matters relating to the Services;
4.1.3
comply with the instructions given by SAS from time to time in respect of each Service supplied;
4.1.4
provide SAS, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by SAS to provide the Services;
4.1.5
provide SAS with such information and materials as SAS may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
4.1.6
prepare the Customer's premises for the supply of the Services;
4.1.7
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including but not limited to such permissions and consents relevant to the transfer of Confidential Material to SAS as required to provide the Services;
4.1.8
keep and maintain all Goods at the Customer's premises in safe custody at its own risk and, where Goods have not been purchased by the Customer maintain the Goods in good condition until returned to SAS and not dispose of or use the Goods other than in accordance with SAS's written instructions or authorisation.
4.2
If SAS cannot perform any of its obligations in respect of any or all of the Services due to an act or omission by the Customer or failure by the Customer to perform any relevant obligation, including a payment obligation (“Customer Default”):
4.2.1
SAS shall without limiting its other rights or remedies have the right to suspend performance of any or all of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays SAS's performance of any of its obligations;
4.2.2
SAS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SAS's failure or delay to perform any of its obligations as set out in this condition 4; and
4.2.3
suspension of Services shall not relieve the Customer from charges for storage charges (where Part 2 Supplemental Conditions apply to the Services) during any period of suspension or in other cases, charges based on the average of the charges incurred by the Customer for the prior 3 months (or shorter period where applicable to the Commencement Date) and further the Customer shall reimburse SAS on written demand for any other costs or losses sustained or incurred by SAS arising directly or indirectly from the Customer Default.
5. Charges & payment
5.1
The Charges shall be the price set out in the Services Agreement, or if no price is detailed, the price set out in SAS's published price list current at the time of performance.
5.2
SAS may increase Charges;
5.2.1
with effect from each April by up to 5% unless otherwise stated in the Service Agreement. Any increase will take effect on expiry of notice of increase (being not less than 5 Working Days). The first increase shall apply in the April following the first anniversary of the Commencement Date; and
5.2.2
at any time during the Term on expiry of notice of increase (being not less than 5 Working Days) to take account of increases in costs of SAS due to (without limitation) the cost of any Goods, raw materials, transport, labour or other thirds party overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates or the cost of labour taking into account any statutory increases to the national minimum wage and other employment taxes.
5.3
SAS shall (if applicable) add to the Charges, and the Customer shall pay, an amount equal to any VAT or other tax or duty applicable from time to time to sales or supplies of such Goods and/or Services.
5.4
The Customer shall make all payments due to SAS in pounds sterling within 30 days of the date of the relevant invoice (each a “Due Date”) in full and in cleared funds by BACs transfer (to a bank account nominated in writing by SAS) or by credit card. Time of payment is of the essence of a Contract.
5.5
Without prejudice to condition 4.2 and without limiting its other rights or remedies, SAS may, on expiry of notice of not less than 5 Working Days, suspend the supply of any or all of the Services or all further deliveries of Goods under the Contract or any other contract between the Customer and SAS if the Customer fails to pay any amount due under this Contract on the Due Date for payment, the Customer becomes subject to any of the events listed in condition 10.4, or SAS reasonably believes that the Customer is about to become subject to any of them.
5.6
The Customer is not entitled to withhold payment of any amount due to SAS under this or any other Contract by way of any set-off or counterclaim.
5.7
If the Customer fails to pay any amount due to SAS under any Contract on the Due Date, interest and compensation shall be added to such amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 for the period from the Due Date until and including the date of receipt (whether before or after judgment).
5.8
In addition to its rights under conditions 5.5, 5.7 and 10, if the Customer fails to pay any amounts due to SAS under this Contract within 10 days of a Due Date, SAS shall be entitled to demand payment, within such period as set out in the demand, of all outstanding sums due to it from the Customer under this or any other Contract it has with the Customer, and in default of payment in accordance with the terms of the demand, commence recovery proceedings without further notice.
5.9
If, during the Term, in SAS's reasonable opinion, the Customer's creditworthiness deteriorates, SAS may require payment in full or in part of the price prior to the performance of Services, or the provision of security for payment by the Customer in a form acceptable to SAS.
5.10
SAS reserves the right to alter or withdraw at any time any credit allowed to the Customer.
5.11
SAS reserves the right to request a payment on account.
6. Intellectual property rights
6.1
All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by SAS.
6.2
All Intellectual Property Rights in the Confidential Material remain with the Customer at all times.
6.3
To the extent that SAS provides the Customer with access to the Web Portal for the purposes of requesting and managing Services, such access or licence is revocable, non-transferable, non-sublicensable, and non-exclusive basis.
7. Data protection and data processing
7.1
In respect of the processing of Customer’s Personal Data as a Controller, the Privacy Notice sets out these activities.
7.2
Where Services involve the processing of Personal Data of the Customer’s clients (i.e. as may be contained in the Confidential Material), SAS is a Data Processor, and the Customer is the Data Controller. The provisions in Schedule 2 to these Conditions apply to such data processing.
8. Confidentiality
A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to the Contract. The receiving party may also disclose any element of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. Condition 8 shall survive termination of the Contract.
9. Liability
9.1
Unless the Customer notifies SAS that it intends to make a claim in respect of any liability within the notice period, SAS shall have no liability for that event. The notice period for notifying SAS that a liability has arisen shall start on the earlier of the date of receipt of the invoice relating to the Services from which the liability arose or the day on which the Customer became, or ought reasonably to have become, aware of the liability having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the liability and the grounds for a claim in respect of the liability in reasonable detail.
9.2
Nothing in these Conditions shall limit or exclude SAS's liability for:
9.2.1
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.2.2
fraud or fraudulent misrepresentation.
9.3
Subject to the provisions in condition 9.6 below, SAS is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in supplying the Goods and/or Services or otherwise in connection with these Conditions;
9.3.1
loss or damage incurred by the Customer as a result of third party claims;
9.3.2
loss of actual or anticipated profits;
9.3.3
loss of business opportunity;
9.3.4
loss of anticipated savings;
9.3.5
loss of goodwill;
9.3.6
loss of data (save for Personal Data);
9.3.7
Confidential Material in Boxes where such Boxes have been authorised for destruction by the Customer;
9.3.8
injury to reputation; or
9.3.9
any indirect, special or consequential loss or damage howsoever caused even if SAS was advised of the possibility of them in advance.
9.4
The Customer acknowledges that it is responsible for insuring the Confidential Material while it is in the custody and control of SAS for the value it considers appropriate. The Customer alone is responsible for insurance cover in excess of the limits given in condition 9.5.
9.5
The Customer acknowledges that it is responsible for insuring Storage Containers in their custody and control during the Term to their full replacement value.
9.5
Subject to conditions 9.1, 9.2 and 9.3, the aggregate liability of SAS to the Customer arising out of or in connection with a breach of the Contract, is limited to the greater of (i) £5,000 or (ii) the Charges paid by the Customer to SAS under this Contract in the 12 months prior to the event (or series of related events) in relation to the Service(s) to which the liability is attributed.
9.6
Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
9.7
This condition 9 shall survive termination of the Contract.
10. Term and termination
10.1
The Contract shall come into effect on the Commencement Date and shall continue, subject to earlier termination in accordance with this condition, for the Initial Term specified in the Service Agreement. Thereafter, the Contract shall automatically renew for a further period of 12 months (each a “Renewal Term”) unless either party gives the other not less than 60 days’ notice in writing that it wishes to terminate the Contract, such notice to expire no earlier than the end of the Initial Term or the end of each Renewal Term. The Term of the Contract is the Initial Term and any Renewal Term (“Term”).
10.2
Early Termination Charges will apply where the Contract is terminated (in whole or in part) other than in accordance with condition 10.1 or by SAS pursuant to conditions 10.3 or 10.4. Exit Charges will apply as shown in the Supplemental Conditions.
10.3
Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other if:
10.3.1
the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
10.3.2
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due; the other party commences negotiations with all or any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party; the other party (being a sole trader) is the subject of a bankruptcy petition or order; a creditor or encumbrancer of the other party attaches or takes possession of, or such other process is levied or enforced on or sued against, the whole or any part of its assets; an application is made to court, or an order is made, for the appointment of an administrator the other party (being a company); the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over the assets of the other party;
10.3.3
any event occurs, or a proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this condition 10.3.2; or
10.3.4
the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
10.4
Without limiting its other rights or remedies, SAS may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Customer if the;
10.4.1
Customer fails to pay any amount due under this Contract in accordance with condition 5.4; or
10.4.2
Customer's financial position has deteriorated to such an extent that, in SAS's opinion, the Customer's ability to adequately fulfil its payment obligations under the Contract is in jeopardy.
10.5
On termination of the Contract (in whole or in part) for any reason:
10.5.1
the Customer shall immediately pay to SAS all of SAS's outstanding unpaid invoices (without reference to the Due Date) and any interest or compensation accrued pursuant to condition 5.7 and, in respect of Services supplied but for which no invoice has yet been submitted including invoices for Exit Charges and Early Termination Charges (where applicable), SAS shall submit invoice(s), which shall be payable by the Customer immediately on receipt;
10.5.2
Confidential Waste Services: the Customer shall, by arrangement with SAS for collection, return all Storage Containers (where SAS owns them) at its own cost, or allow SAS to collect them. Exit Charges will apply if this is not possible at the final collection. If the Customer fails to make arrangements or allow access for retrieval, then SAS may, on notice, enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;
10.5.3
Archive and Retrieval: the Customer shall be responsible for storage Charges until all Confidential Material has been collected by the Customer or, by arrangement, delivered to a specified location by the Customer at the Customer’s cost. SAS may refuse to allow collection or delivery of Confidential Material to Customer until payment in full in accordance with condition 10.5.1;
10.5.4
access to the Web Portal will be restricted;
10.5.5
the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.5.6
conditions which expressly or by implication have effect after termination shall continue in full force and effect.
11. Health and safety
11.1
The Customer will ensure that the Confidential Materials will be safe and without risks to health at all times when they are being stored or transported by any person at work, or when they are being disposed of.
11.2
SAS will comply with the written instructions and policies of the Customer relating to access to their premises.
12. Force majeure
12.1
In this condition 12, "Force Majeure Event" means any circumstance beyond the control of SAS including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slowdowns or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by suppliers or materials shortages but, for the avoidance of doubt, nothing shall excuse the Customer from any payment obligations under these Conditions.
12.2
If SAS is prevented, hindered or delayed from or in performing the Services under these Conditions by a Force Majeure Event, SAS may, at its sole option, and without being liable for any loss or damage suffered by the Customer as a result:
12.2.1
suspend performance while the Force Majeure Event continues; and
12.2.2
terminate any Contract forthwith by giving notice to that effect to the Customer.
13. Assignment
13.1
The Customer may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of SAS.
13.2
SAS is entitled at any time to assign or deal with the benefit of any Contract, or sub-contract any work relating to the Contract.
14. Notices
14.1
Any notice given by one party to the other in connection with a Contract must be in writing and may be delivered by pre-paid first class post, personal delivery or by email.
14.2
Service of the notice will be deemed to have been given in the case of (a) post deemed four Working Days after the date of posting, (b) personally on the date of presentation at the address and (c) email, on the date of transmission save that where transmission is outside of the hours of 9 am to 5 pm on a Working Day, shall be deemed to be given at 9 am on the next Working Day.
14.3
Notices shall be delivered or sent to the addresses or email addresses given in the Contract as indicated for the purpose of receiving notices in connection with a Contract.
15. Severance
15.1
If any of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other conditions, which shall remain in full force and effect.
15.2
If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
16. Third parties
A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
17. Waiver
The rights and remedies provided by the Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by SAS shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of the Contract or of a default under the Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of the Contract.
18. Variation
18.1
Changes as provided by condition 5.2 (Charge increases) will apply on expiry of the given notice.
18.2
Changes to the scope of services may vary from time to time at the Customer's instigation. SAS will document changes and provide an addendum to the Contract. The Customer shall be deemed to have accepted the addendum 5 Working Days from receipt which shall, henceforth, be deemed to be incorporated into the Contract, and the provisions of any addendum shall take priority over earlier dated Service Agreements in the event of any conflict of provisions.
18.2
The Conditions and documents referred to in them may be amended from time to time by SAS on notice to the Customer. Continuance of the Services after the date of notice shall be deemed to be acceptance of the amendment.
19. Governing law and jurisdiction
19.1
A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
19.2
Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising from or in connection with a Contract.
Part 1: Supplemental Conditions for Confidential Waste Shredding Services
The following Services will be provided to the Customer. Where Charges are shown in a Service Agreement, such Service Agreement will also set out the specifications (i.e., whether "On-site" or "Off-site", and the frequency of collection).
20. On-site services
20.1
SAS will provide and maintain a reasonable supply of the Goods for the collection and destruction of the Customer's Confidential Material.
20.2
SAS will:
20.2.1
physically collect the Customer's Confidential Material; and
20.2.2
destroy the Customer's Confidential Material on the Customer's premises using its mobile paper-shredding units.
20.3
The Customer may, upon request, witness and inspect the document destruction process.
20.4
Upon completion, the Customer will be required to sign a Waste Transfer Note, and SAS will provide the Customer with a copy.
20.5
SAS will issue a Certificate of Destruction to the Customer as soon as reasonably practicable thereafter to provide evidence of the work carried out.
21. Off-site services
21.1
SAS will provide and maintain a reasonable supply of the Goods for the collection and destruction of the Customer's Confidential Material.
21.2
SAS will:
21.2.1
physically collect the Customer's Confidential Material; and
21.2.2
destroy the Customer's Confidential material at SAS's premises.
21.3
Upon collection of the Customer's Confidential Material, the Customer will be required to sign a Waste Transfer Note, and SAS will provide the Customer with a copy of it.
21.4
SAS will issue a Certificate of Destruction to the Customer as soon as reasonably practicable thereafter to provide evidence of the work carried out.
22. All part 1 services - recycling
22.1
Once the Customer's Confidential Material has been destroyed, SAS will recycle the shredded material.
22.2
If SAS is unable to recycle the shredded material for any reason, SAS will seek the Customer's agreement on a mutually acceptable alternative method of disposal.
22.3
Upon request, SAS shall provide to the Customer a certificate indicating the estimated amount of the Customer's Confidential Material recycled per annum.
23. General provisions
23.1
Charges will apply at the rate set out in the Service Agreement (or as amended by notice) per Storage Container, irrespective of the level of contents in the Storage Container.
23.2
Minimum charges will apply as shown in the Service Agreement and will be applied per collection.
23.3
Minimum charges will apply where the Customer cancels or postpones a collection after noon the prior day.
23.4
In accordance with the law (the Environmental Protection Act (1990) and subsequent regulations), the Customer must retain the Waste Transfer Note for a minimum of two years.
24. Early termination charges
24.1
In the event of termination of Services included in Part 1 Supplemental Conditions pursuant to condition 10.2, SAS reserves the right to charge Early Termination Charges.
24.2
In the event of termination or expiry of Services included in Part 2 Supplemental Conditions, SAS reserves the right to charge the Exit Charges.
24.3
The Customer acknowledges that these additional charges protect SAS’s legitimate interests and are not a penalty.
24.4
Early Termination Charges and Exit Charges relating to the Services in this Part 1 Supplemental Conditions shall be calculated as: Early Termination: The last 6 months’ average monthly net invoice amount for the Services related to Part 1 Supplemental Conditions x number of months (including partial months) remaining until the expiration of the Term (end of Initial Term or a Renewal Term). Exit Charges: Where Storage Containers cannot be removed in the final collection, SAS may charge the Customer the minimum charge (as per Condition 23.2).
Part 2: Supplemental Conditions for Archive / Destruction and Retrieval Services
The following Services will be provided to the Customer, with Charges for the Service set out in a Service Agreement, and such Service Agreement will set out any relevant specifications in addition to the provisions below, Charges, and the supply of Goods (i.e., Boxes).
25. Collection and transfer process
25.1
The Customer will request an archive collection via the web portal or email. SAS may impose a minimum number of Boxes per collection. Alternatively, the Customer may, by arrangement, deliver the Boxes to SAS.
25.2
The Customer shall keep an accurate record of the contents of each Box (e.g. files within) as SAS manages this by reference to the Box only and does not record the contents on the Web Portal. SAS will provide a record of the barcode that corresponds to each Box so that the Customer may cross-reference as required for related services.
25.3
The Customer shall assign a destruction date to each Box.
25.4
SAS shall apply an individual barcode to each Box and advise the Customer of this so they can cross-reference this to a Box.
25.5
Boxes used must be as supplied by SAS or otherwise be in good condition, and SAS may re-box where this is not the case. A charge will apply for this service.
25.6
The Web Portal will show the number of Boxes and the barcode for Boxes in storage.
25.7
The Web Portal will show the destruction date relevant to each Box.
26. Retrieval process
26.1
The Customer may request a Box for retrieval via the web portal or email referencing the barcode(s) relevant to the Boxes required. To identify the Box required, they will quote the barcode or another piece of information relating to the Box.
26.2
Retrieval shall be of a whole Box and not part thereof.
26.3
The Box(es) will be delivered to the Customer within an agreed timescale. The Customer shall sign to acknowledge receipt. The Box status will be updated on the Web Portal as “out”.
26.4
Return of the Box to archive storage will be in accordance with the collection process (Condition 25).
26.5
Where the destruction service is not selected (Condition 27), SAS shall, at the Customer’s cost, return Boxes to the Customer for destruction in line with destruction dates.
27. Destruction
27.1
The Customer shall determine the destruction date for each Box. SAS shall record this on the Web Portal with reference to the Box.
27.2
SAS shall provide a monthly report of Boxes with due dates for destruction. SAS shall destroy only those Boxes in the report as confirmed (in writing) for destruction by the Customer. Where the Customer does not wish the Box to be destroyed, the Customer shall advise SAS of a new destruction date, and in default, Condition 26.5 shall apply.
27.3
SAS will confirm the destruction of the Boxes to the Customer in writing.
28. General provisions
28.1
SAS shall not, as part of these Services, open a Box unless the box is damaged and needs to be re-boxed.
28.2
SAS does not inspect Boxes for original documents before destruction. It is the Customer’s responsibility to include only material in a Box that they are content to be destroyed.
29. Early termination charges and exit charges
29.1
In the event of termination of Services included in Part 2 Supplemental Conditions pursuant to condition 10.2, SAS reserves the right to charge the Early Termination Charges.
29.2
In the event of termination or expiry of Services included in Part 2 Supplemental Conditions SAS reserves the right to charge the Exit Charges.
29.3
The Customer acknowledges that these additional charges protect SAS’s legitimate interests and are not a penalty.
29.4
Early Termination Charges and Exit Charges relating to the Services in this Part 2 Supplemental Conditions shall be calculated as: Early Termination: The last 6 months’ average monthly net invoice amount for the Services related to Part 2 Supplemental Conditions x number of months (including partial months) remaining until the expiration of the Term (end of Initial Term or a Renewal Term). Archiving Exit Charges: Shall apply as set out in the Service Agreement.
Part 3: Supplemental Conditions for Scanning Services
The following Services will be provided to the Customer, where Charges are shown in a Service Agreement and where such Service Agreement will set out any relevant specifications (e.g. whether the scanning is “on demand” (Condition 30), “default” (Condition 31) or “project” (Condition 33). The Services set out in Part 2 Supplemental Conditions (Archive) are a pre-requisite to the provision of On-Demand Scanning (Condition 30) and Default Scanning of confidential material on entry to the archive (Condition 31).
30. On demand scanning- in archive
30.1
From time to time, the Customer may request On-Demand Scanning by the web portal, email or telephone.
30.2
The Customer shall identify the Box (by reference to the barcode) and specify the Confidential Material to be scanned. This may be a whole Box, a specific file or specific document(s).
30.3
SAS will save the scanned material in PDF format and share it with the Customer by an agreed secure electronic method.
30.4
Where a whole or part of a file is to be scanned, PDFs will be per file section (as may be reasonably determined by SAS) and not per item. It is the Customer’s responsibility to ensure that a file is arranged systematically.
30.5
Where specific document(s) are to be scanned, these will be saved in separate PDFs. It is the Customer’s responsibility to provide SAS with sufficient detail to enable identification of the document. SAS shall not be obliged to add specific labels/numbering to the PDFs.
30.6
Where links are provided to the Customer for the secure transfer of the scanned material, it is the Customer’s responsibility to download the documents within the time period notified by SAS.
30.7
Repeated scanning due to (i) inability to identify the correct document, or (ii) Customer’s delay in downloading or (iii) Customer's loss of any USB provided whereby SAS cannot re-supply as a consequence of SAS’s deletion of the scanned material (in accordance with Condition 30.8) will be re-charged to the Customer.
30.8
Scanned material that was held on SAS’s systems will be deleted from SAS’s systems in accordance with SAS’s retention policy.
31. Default scanning of confidential material on entry to the archive
31.1
SAS will scan each Box, save the scanned material in PDF format, and share it with the Customer via an agreed-upon secure electronic method.
31.2
Scanned PDFs will be per file section (as SAS may reasonably determine) and not per item. It is the Customer’s responsibility to ensure that a file is arranged systematically.
31.3
SAS shall not be obliged to add specific labels/numbering to the PDFs.
31.4
Where links are provided to the Customer for the secure transfer of the scanned material, it is the Customer’s responsibility to download the documents within the time period notified by SAS.
31.5
Repeated scanning due to Customer’s delay in downloading or Customer's loss of any USB provided and SAS cannot re-supply as a consequence of SAS’s deletion of the scanned material (in accordance with Condition 31.6) will be re-charged to the Customer.
31.6
Scanned material that is held on SAS’s systems will be deleted from SAS’s systems in accordance with the SAS retention policy.
32. Early termination charges – condition 31 services only
32.1
In the event of termination of Services included in Part 3 Supplemental Conditions Condition 31 pursuant to condition 10.2, SAS reserves the right to charge the Early Termination Charges.
32.2
The Customer acknowledges that these additional charges protect SAS’s legitimate interests and are not a penalty.
32.3
Early Termination Charges relating to the Services in this Part 2 Supplemental Conditions shall be calculated as: Early Termination: The last 6 months’ average monthly net invoice amount for the default scanning services x number of months (including partial months) remaining until the expiration of the Term (end of Initial Term or a Renewal Term). These charges shall apply in addition to any charges set out in Condition 29.
33. Project scanning (non archive)
33.1
From time to time, a Customer may require SAS to scan and return Boxes without the archive services.
33.2
The Service Agreement will set out the relevant time frame, number of Boxes (where known), Charges and scanning specifications.
33.3
Where links are provided to the Customer for secure transfer of the scanned material, it is the Customer’s responsibility to download the documents within the notified time period by SAS.
33.4
Repeated scanning due to Customer’s delay in downloading or Customer's loss of any USB provided and SAS cannot re-supply as a consequence of SAS’s deletion of the scanned material (in accordance with Condition 31.6) will be re-charged to the Customer.
33.5
Scanned material that is held on SAS’s systems will be deleted from SAS’s systems in accordance with the SAS retention policy.
Schedule 1: Definitions and Interpretation
Box (es) a storage box provided by SAS or approved by SAS. Charges the charges for Services as set out in a Service Agreement, subject to increases as prescribed in these Conditions, and include Early Termination Charges and Exit Charges. Certificate of Destruction the document provided to the Customer by SAS as proof that the Customer's Confidential Material has been destroyed; Commencement Date the date given in the Service Agreement. Conditions these terms and conditions of sale (as amended from time to time pursuant to condition 18.2). Confidential Material all materials (including documents), placed inside SAS's Storage Containers or Boxes. Contract a contract for the supply of Goods and/or Services made between SAS and the Customer comprising the Service Agreement (where applicable) and these Conditions. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures as defined in the Data Protection Legislation. Customer the entity to whom SAS Supplies the Goods and/or Services, as detailed in the Service Agreement. Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications. Domestic Law the law of the United Kingdom or a part of the United Kingdom. Due Date has the meaning given in condition 5.4. Early Termination Charge the charge that shall apply where set out in Supplemental Conditions where the relevant service is terminated prior to the expiry date. Exit Charge The Charge that shall apply where set out in the Supplemental Conditions on termination or expiry of the Contract. Goods the Storage Containers and any other related equipment and items supplied by SAS to the Customer as part of the Contract. Intellectual Property Rights patents, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, existing now or in the future, in any part of the world. Privacy Notice SAS’s privacy notice as available at www.scanarchiveshred.co.uk Relevant Standards the standard or process relevant to the Services as found at www.scanarchiveshred.co.uk SAS means Scan, Archive, Shred Limited, a company registered in England and Wales under number 12356249 whose registered office is at 5 Eastfield Place, Thurgoland, South Yorkshire, England. Supervisory Authority any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws. Service Agreement the document setting out the particulars of the Contract with the Customer; Services the services which SAS provides to the Customer as part of the Contract, which are detailed in condition 5 and may also be detailed in the Service Agreement; Storage Containers all those containers, cabinets, bins or sacks or other containers provided by SAS to the Customer or the Customer’s representative for the storage and removal or the Customer's Confidential Material. Term has the meaning given in condition 10.1. UK GDPR has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. Waste Transfer Note means the document signed by the Customer to indicate physical collection by SAS of Confidential Material. Web Portal the online system used by SAS and accessible by the Customer. Working Day means any day from Monday to Friday (inclusive) which is not a public holiday in England.
Schedule 2: Data Processing
1.1
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
1.2
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and SAS is the Processor. The scope, nature and purpose of processing by SAS, the duration of the processing and the types of Personal Data and categories of Data Subject are set out below.
1.3
Without prejudice to the generality of paragraph 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to SAS for the Term.
1.4
Without prejudice to the generality of paragraph 1.1, SAS shall, in relation to any Personal Data processed in connection with the performance by SAS of its obligations under this agreement:
(a)
process that Personal Data only on the documented written instructions of the Customer (as set out in these Conditions) unless SAS is required by Domestic Law to otherwise process that Personal Data. Where SAS is relying on Domestic Law as the basis for processing Personal Data, SAS shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits SAS from so notifying the Customer;
(b)
ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c)
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d)
not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i)
the Customer or SAS has provided appropriate safeguards in relation to the transfer;
(ii)
the data subject has enforceable rights and effective legal remedies;
(iii)
SAS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv)
SAS complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e)
assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f)
notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g)
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and
(h)
maintain complete and accurate records and information to demonstrate its compliance with this Schedule. The Customer consents to SAS appointing third-party processors of Personal Data under this agreement. As between the Customer and SAS, SAS shall remain fully liable for all acts or omissions of any third-party processor appointed by it.
Data processing details
| Subject matter, nature and purpose of the processing | Confidential Waste Collection and Destruction | Archiving, Retrieval and Destruction | Scanning |
|---|---|---|---|
| Duration of the processing | Up to completion of shredding. | Duration of archiving for a particular Box. | As required to provide scanning services and further as per the retention policy. |
| Type of personal data and categories of data subjects | The Customer does not identify the data subjects or types of personal data. | The Customer does not identify the data subjects or types of personal data. | The Customer does not identify the data subjects or types of personal data. |
Technical and organisational security measures
SAS adheres to the Relevant Standards.
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