1.1. In these T&Cs, the following terms, where not inconsistent with the context, shall have the following meanings:
“Archive Box” means a package supplied by the Company for the archiving of Documents;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are generally open in Malta for normal business;
“Company” Rentastore Malta Limited (C 47422);
“Customer” shall mean you, the party receiving the services listed in the Application Form;
“Designated Persons” means the person/persons indicated as such in the Application Form;
“Documents” means paper documents excluding money cheques or other negotiable documents and anything else excluded under clause 10.1.2 and excluding Storage Media;
“Extended Term” shall have the meaning assigned to it in clause 8.2;
“Facility Opening Hours” means Monday to Friday between 0800 hours and 1700 hours, excluding public holidays;
“Initial Term” shall have the meaning assigned to it in clause 8.1;
“Operational Procedures” means the operational procedures for the retrieval or return of Archive Boxes set out on the website;
“Parties” shall mean the Company and the Customer when referred to collectively;
“Storage Facility” means any premises owned or leased by the Company for the purpose of archiving;
“Storage Media” means any device that is capable of storing application, information and data;
“Services” means the services to be provided by the Company as set out in the Application Form;
“Term” means the Initial Term and any Extended Term(s); and
“Third Party” means any person, other than the Company and the Customer, unidentifiable with the Company or the Customer.
1.2. The Application Form and the Data Processing Annex form an integral part of these T&Cs.
1.3. References to Clauses and Application Form are to Clauses and Application Form of these T&Cs
1.4. The headings to the Clauses of these T&Cs are for convenience only and shall not affect the construction or interpretation thereof.
2. INVENTORY AND STORAGE FACILITY
2.1. On acceptance of the Documents by the Company, the Company shall be obliged to retain the Documents in safe custody under the conditions of these T&Cs. The Customer shall supply in the Application Form the Customer’s details, Designated Person/s and reference which will be used by the Customer when ordering retrievals.
2.2. The Company reserves the right to refuse acceptance of the Documents.
2.3. The Customer is prohibited from storing any material which is not paper. Storage Media may be stored by virtue of a separate agreement.
3. ARCHIVE BOXES
3.1. The Company accepts the Documents in the Archive Boxes and it may at its discretion replace any damaged or unsafe boxes and invoice the Customer for such replacement.
3.2. The Company may accept the Documents in other archive boxes at its sole discretion and reserves the right to change the storage rate per box.
3.3. The Company shall supply Archive Boxes and charge the Customer at the rate specified in its current price list as per Application Form.
3.4. In the interest of health and safety on the persons handling the Archive Boxes as well as to avoid physical damage to the documents stored in the archive boxes, the combined weight of the archive box and documents inside should not exceed fifteen (15) kilograms.
4.1. The Company shall only hand over or permit retrievals from an Archive Box to the Designated Persons as outlined in the Application Form.
5. APPOINTMENT OF THE COMPANY AND SERVICES
5.1. With effect from the date on the Application Form, the Company hereby agrees to provide the Services, for the Term, subject to the terms and conditions contained herein.
5.2. The Company undertakes that, during the continuance of its appointment, it shall provide the Services to the Customer.
5.3. In providing the Services, the Company shall act in accordance with the terms of these T&Cs and shall use all reasonable care and skill in the performance of the Services to the Customer.
6. OBLIGATIONS OF THE COMPANY
6.1. During the Facility Opening Hours, the Company shall grant the Customer access to the Storage Facility for the retrieval or returns of the Archive Boxes in accordance with the Company’s Operational Procedures:
PROVIDED THAT if it should become necessary to suspend access in order for the Company to make repairs or perform maintenance of the Storage Facility, the Company shall use its best efforts to give at least twenty-four (24) hours’ notice to the Customer of such suspensions.
6.2. The Company does not have the right to open and inspect any Archive Box tendered for storage. In case of suspicion the Company may request that the Customer withdraws the Archive Box from the storage facility.
6.3. For security reasons, the Company reserves the right to X-ray scan any Archive Boxes tendered to the Company for the provision of any of the Services to ensure that the Archive Boxes do not contain any items which are prohibited from being stored in the Archive Box in terms of these T&Cs (including but not limited to those items mentioned in clause 10.1.2) and in terms of law, or any dangerous items which may, in the Company’s view, pose a risk to the Storage Facility and the contents therein. If as a result of the X-ray scan any of the abovementioned items are found in any Archive Box the Company shall immediately report the matter to the relevant authorities, who shall be asked to inspect the relevant Archive Box at the Storage Facility.
6.4 The Company shall perform its obligations under these T&Cs with the necessary due diligence and shall, when the Documents or the Archive Boxes are under its control and custody, use its best efforts to:
6.4.1 Prevent the loss, destruction, theft, disclosure, copying, unauthorised access to or use, or modification and/or destruction, of the Documents or the Archive Boxes, which obligation shall subsist throughout the Term and termination of the provision of Services, regardless of the reasons for termination;
6.4.2 Inspect the physical protection equipment in the Storage Facility and carry out preventative maintenance on a regular basis (including heating, ventilation, air conditioning, electricity, drainage and water) in accordance with manufacturers’ recommendations and industry standards; and
6.4.3 Promptly notify the Customer of any security breach or violation involving the Customer’s Archive Boxes or Documents and cooperate fully with the Customer and its agents in resolving the problem.
7 CHARGES AND EXPENSES
7.1 In consideration of the Services, the Company shall be entitled to receive the charges set out in the Application Form.
7.2 If archiving or ancillary services are provided after termination the Company shall charge for such services at such rates as would have been charged had the provision of Services not been terminated.
7.3 In the event that the Customer requests any additional Service/s, whereby such request will only be accepted in writing and signed by the undersigned, the Company shall issue invoice/s in accordance with the charges set out in the Application Form and all payments shall be made by the Customer within thirty (30) days of the date of receipt by Customer of the relevant invoice without any set-off, withholding or deduction.
7.4 Where any payment pursuant to these T&Cs is required to be made on a day on which is not a Business Day, it may be made on the next following Business Day.
7.5 The Company shall deny access to the archived documents should the Customer fail to make payment in full within sixty (60) days of the date of any invoice issued by the Company.
7.6 The Company may charge waiting time if the Archive Boxes requested for delivery or collection cannot be delivered or collected at the Customer’s premises at the appointed time.
7.7 Without prejudice to clause 7.4, should the Customer fail to make any payment in full on the due date under these T&Cs, then, without prejudice to the right of the Company to terminate the provision of Services, the amount due shall carry interest at the highest rate permitted by applicable law, accruing on a daily basis from the due date until the date of actual full and complete payment, whether before or after judgement.
8 TERM AND TERMINATION
8.1 This provision of Services shall commence on date on the Application Form, and shall continue for a period of two (2) years (the “Initial Term”), subject to the earlier termination in accordance with these T&Cs.
8.2 The provision of Services shall, upon the expiry of the Initial Term, be automatically renewed for further terms of one year each (the “Extended Term”) unless either Party gives the other Party notice of its intention not to renew, not less than three (3) months prior to the expiry of the Initial Term. The provisions of this clause 8.2 shall apply at the end of each Extended Term.
8.3 The Company shall be entitled to terminate the provision of Services immediately by notice in writing if:
8.3.1 The Customer, being in arrears of any amount of fees and/or interest accrued thereon due to the Company in terms of these T&Cs, fails to pay such arrears within one (1) month from the due date; or
8.3.2 At any time if the Customer shall go into liquidation (except a voluntary liquidation for the purposes of reconstruction or amalgamation) or if the Customer is unable to pay its debts or commits an act of bankruptcy or similar act under the laws of Malta or if a receiver is appointed of any of the assets of the Customer or if some event having an equivalent effect occurs; or
8.3.3 At any time if the Customer shall commit any material breach of its obligations under these T&Cs and (if such breach shall be capable of remedy) shall fail, within seven (7) days of receipt of notice served by the Company on the Customer requiring it so to do, to make good such breach.
8.4 The provision of Services shall automatically terminate without notice being given to the Customer in the event that the Company goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the Company resulting from reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these T&Cs), provided that in the event that the Company has not given the Customer advance notice of the liquidation and allowed the Customer not less than two (2) months to take redelivery of the Archive Boxes in the Company’s possession, the Company shall be obliged to keep the Archive Boxes in terms of these T&Cs until two (2) months following such time as it shall have advised the Customer in writing of the termination of the provision of Services.
8.5 The Company shall be entitled, at its absolute and widest discretion, to withhold or retain any Archive Boxes and/or documents until receipt of full and complete payment for the Services.
8.6 In the event that the Customer does not meet its obligations under these T&Cs and the Customer remains in default for a period of two (2) months from the date of being informed of such default in writing, the Company retains the right to destroy and/or dispose of the Archive Boxes and the Company will not be held liable for any consequence (including direct or indirect damage to the user or third parties).
8.7 The rights to terminate the provision of Services given by this clause 8 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
9 EFFECTS OF TERMINATION
9.1 Upon the termination of the provision of Services for any reason:
9.1.1 Any sums owing to the Company by the Customer under the provisions of these T&Cs shall become due and must be settled immediately;
9.1.2 Any rights or obligations arising out of these T&Cs before its termination shall remain in full force and effect; and
9.1.3 Upon the receipt of instruction in writing of the Customer, the Company shall EITHER
188.8.131.52 grant access to the Storage Facility for the Customer to recuperate the Archive Boxes and Documents; OR
184.108.40.206 Safely destroy the Archive Boxes and/or Documents, in which case the Company shall certify that such Archive Boxes and/or Documents have been destroyed without possibility of recovery.
9.2 Neither Party shall be entitled to compensation from the other Party in respect of termination where the provision of Services is terminated by such other Party in accordance with these T&Cs.
9.3 Those provisions of these T&Cs which are said or intended to survive the termination of these T&Cs (including this Clause 9.3 and the indemnity set out in Clause 14 shall survive termination).
10.1 The Customer warrants that:
10.1.1 It is the legal owner or custodian of the Documents and has full authority to provide the Documents to the Company for the Company to carry out the Services in relation thereto in accordance with the terms of these T&Cs and it is contracting as principal and not as agent; and
10.1.2 The documents do not contain narcotics, materials considered to be highly flammable, explosive, toxic, radioactive, organic material which may attract vermin or insects or any other materials which are otherwise illegal, dangerous or unsafe to store or handle.
10.1.3 The Customer undertakes to provide full details of the contents of the Documents if the Company requires such knowledge as a result of a law or order compelling the Company to make such a disclosure.
11 DESIGNATED PERSONS
11.1 The Company shall only accept requests for works, additional services, changes in processes and any other similar requests if such requests are received from the Designated Person/s. The requests shall be in the manner and format agreed from time to time between the Parties.
11.2 The Customer shall ensure that the Company is in possession of the Designated Person/s correct and accurate contact information at all times and that the list of Designated Person/s is updated and that the Company is informed immediately of any changes to this list.
12.1 The Company undertakes to:
12.1.1 Keep the Documents in strict confidence and in safe custody by exercising a duty of care and diligence and not make available to any of its employees, subcontractors, independent contractors or agents except those with a need to know basis;
12.1.2 Not use or exploit the Documents other than to provide the Services;
12.1.3 Not copy or reproduce any or all of the Documents except as is reasonably necessary to provide the Services;
12.1.4 Not allow Third Parties to examine, re-produce or withdraw Documents without the consent of the Customer; and
12.1.5 Not distribute, disclose or disseminate the Documents to anyone except persons as referenced in these T&Cs who require to have access to such Documents to provide the Services.
12.2 The Archive Boxes and their contents shall, in accordance with data protection requirements, be accessible to national competent authorities that have
made thereunder, as in force on the date of commencement of the relevant dispute (such commencement to be established in accordance with such Rules). There shall be one (1) arbitrator, to be appointed by agreement between the Parties or, failing such agreement within seven (7) days from the receipt by either Party from the other of a notice proposing the names of one or more persons who may serve as the sole arbitrator, by the Chairman of the Malta Arbitration Centre at the request of either Party. The seat of the arbitration shall be in Malta at the premises of the Malta Arbitration Centre. The arbitral proceedings shall be conducted in the English Language.
the function of investigating or prosecuting money laundering, associated criminal offences and terrorist financing, or of tracing, seizing, freezing and confiscating criminal assets, the Financial Intelligence Analysis Unit, national tax authorities, and any other national competent authority within the meaning assigned to it under the Prevention of Money Laundering and Financing of Terrorism Regulations, not already covered, in a timely manner and without alerting the Customer concerned
13. LIMITATION OF LIABILITY
13.1 The Parties hereby agree that the liability of the Company for the contents of each Box shall not exceed €5.00
13.2 At all times during the Term, it is Customer’s responsibility to keep in full force and effect, an insurance policy to cover the Archive Boxes and the Documents deposited with the Company for any occurrence beyond the limitation of liability described in Clause 13.1.
At all times during the Term, the Company shall keep in full force and effect, a general insurance cover with a reputable insurance company with respect to the Storage Facility. The Customer shall not at any time cause or permit any act to be done on the Storage Facility which might invalidate any such policy or result in an increase in the premium thereof.
13.3 The Customer hereby agrees to render the Company blameless of any loss or damage resulting from any unauthorised release of contents of the Archive Boxes where the unauthorised release was not the result of the fault of the Company its sub-contractors, servants or agents. If liability results from the fault of the Company its sub-contractors, servants or agents, the liability of the Company, shall be limited to the intrinsic value of the material stored only and this is the Company’s maximum exposure subject to clause 13.1. For the purposes of this clause, “fault” shall have the meaning assigned to it by article 1032 of the Civil Code (Cap. 16, Laws of Malta) and “intrinsic value” shall be defined as the value of the materials as stationery, together with the cost of clerical labour expended in writing up (excluding the value to anyone of the information contained therein).
Without prejudice to the above the Company will not by reason of any representation, implied warrant, condition or other term, or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims relating to indirect or consequential loss or damage, however arising.
13.4 The Customer hereby declares and acknowledges that normal wear and tear, deterioration and/or ageing of the Archive Boxes and the Documents is to be expected during the course of time and that the Company shall in no case be held liable for such deterioration and/or ageing.
14.1 Without prejudice to the Customer’s other obligations and responsibility at law, the Customer shall indemnify the Company and hold the Company harmless from and against any and all claims arising in relation to any damage to person or property caused by any of the Archive Boxes or Documents of the Customer.
15. FORCE MAJEURE
15.1 Neither of the Parties shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
16.1 All notices under these T&Cs shall be in writing and be deemed duly given if signed by, or on behalf of, in the case of the Company, by a duly authorised officer of the Company, and in the case of the Customer by the Designated Person/s.
16.2 Notices shall be deemed to have been duly given:
16.2.1 When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
16.2.2 When sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated;
16.2.3 On the thirtieth (30th) business day following mailing, if mailed by national ordinary mail, postage prepaid;
16.2.4 On the tenth (10th) business day following mailing, if mailed by airmail, postage pre-paid.
In each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party. The Customer shall provide the Company with written notice of any change of address.
17. RELATIONSHIP OF THE PARTIES
17.1 The Company shall, for the purposes of these T&Cs be deemed to be an independent contractor.
17.2 Nothing in these T&Cs (or any of the arrangements contemplated by it) shall constitute, or be deemed to constitute a civil or commercial partnership between the Parties; nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.
17.3 Subject to any express provisions to the contrary of these T&Cs, the Parties shall have no right or authority to and shall not do any act, enter into any agreement, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the other Party in any way.
18. SET OFF
18.1 The Customer may not withhold payment of, or make any deduction from, any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Customer may have or alleges to have or for any reason whatsoever.
19.1 The Company shall be entitled to sub-contract any of its obligations hereunder other than those relating to archiving of the Documents provided that the Company shall remain responsible to the Customer for the performance of its duties and obligations.
20.1 The Company shall be entitled to assign the benefit or burden of any provision of these T&Cs, subject to the prior written consent of the Customer which consent shall not be unreasonably withheld.
21.1 These T&Cs together with the Application Form and the Data Processing Annex constitute the entire agreement between the parties and the Customer acknowledges that there are no warranties, representations, promises, terms, conditions or obligations, written, express or implied other than those contained therein.
21.2 Words importing the singular number shall include the plural and vice versa and words importing the masculine shall include the feminine and neutral and vice versa.
21.3 Should the whole or part of any part of any term, condition or provision of these T&Cs be determined invalid, unlawful or unenforceable then such term, condition or provision or the part thereof determined unlawful shall be severed from the remainder of these terms, conditions or provision which shall remain valid and enforceable to the fullest extent permitted by law.
21.4 No variation to the conditions of these T&Cs shall be effective unless made in writing and signed by the Company.
22. GOVERNING LAW
22.1 These T&Cs (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Malta.
23.1 The parties agree that any controversy, disagreement or dispute should arise between the parties in the performance, interpretation, or application of these T&Cs that cannot be resolved amicably within thirty (30) Business Days shall be reviewed and finally settled by arbitration in accordance with the provisions of Part IV (“Domestic Arbitration”) of the Arbitration Act (Cap. 387 of the Laws of Malta) and the Arbitration Rules