Applicability. Unless superseded by a valid, separate, and duly executed contract, these terms and conditions ("Terms") are the basis and predicate for the relationship and expectations between Pacific Northwest Shredding, LLC ("Company") and the Customer.

Description of the services. Company will provide secure destruction of media or materials ("Services") to Customer in accordance with Company's written and published representations. Customer will receive written confirmation of the completion of these Services.

Services provided by third parties. Company may engage the services of a responsible third-party to perform all or a portion of the Services, provided that said third-party complies with all security standards and procedures required of Company by Customer and that said third-party accepts in writing the necessary fiduciary responsibility. Company will remain liable for all Services performed for Customer by any third-party service provider selected by Company to the extent set forth herein. Company will record all custody transfers or the use of any subcontractor in providing contracted services and will inform Customer of any subcontractor used upon receipt of a written request made within ninety (90) days of service.

Right to rely and act on instructions. Company may rely on any instructions, instruments, or signatures that it reasonably believes to be authentic, and it may assume that any Customer employee or employee of Customer's affiliates or subsidiaries giving any written or verbal notice, request, or instruction has the authority to do so.

Contract, legal, and regulatory compliance. Customer is responsible for and warrants compliance with all contractual restrictions and applicable laws, rules, and regulations, including, but not limited to, environmental laws and contractual restrictions and laws governing the confidentiality, retention, and disposal of information contained in any materials delivered to Company. Company shall take reasonable measures to comply with Customer-specified laws, statutes, regulations, and ordinances, provided such Customer obligations are communicated to Company management in writing and agreed to by same prior to Services being provided.

Observance of Privacy Policies. Company is obligated to comply with its Privacy Policy that is in effect and accessible on its website at the time Services are rendered.

Cooperation and support. Customer shall cooperate with Company regarding the performance of Services, subject to normal security requirements and in a manner that does not unduly disrupt Customer's business operations, by providing to Company such information, data, access to premises, management decisions and approvals as may be reasonable to allow Company to perform the Services under these Terms.

Care of consigned Company property. Company equipment deployed at Customer location shall remain Company property and be relinquished to Company upon Company request. Customer will compensate Company for damages to said equipment deemed by Company to be beyond normal wear and tear.

Hazardous materials. Customer shall not deliver to Company any material considered toxic or dangerous or which is regulated under any federal or state law or regulation relating to hazardous materials. In the event of an accidental or negligent transfer of hazardous or regulated waste, including biohazard, the Customer agrees to assume custody of such hazardous materials appropriately, safely, and legally at their own expense, and to indemnify Company for any property damage or personal injury resulting from such a transfer.

Itemization of materials. Itemized lists or descriptions of contents of materials submitted by the Customer to Company shall generally be considered for recordkeeping, reconciliation, and reference purposes only, and shall not be construed as evidence that the items listed and described on such lists and descriptions are present in the accepted materials. At the Customer's request in advance of Services, and at Customer expense, Company may make provisions to validate itemized contents.

Negotiable items. Customer agrees to notify Company in writing and in advance of any situation in which it will be presented with or take custody of negotiable instruments, including but not limited to checks, bearer bonds, travelers' checks, or coupons, and that in the absence of such notice, Company assumes no liability related to the restitution for the value of such instruments.

Payments and charges. All fees for Services under these Terms are as specified in writing at the time of service or as separately agreed upon by Company and the Customer. Invoices are due and payable thirty (30) days after receiving the relevant invoice. Amounts due and not paid within thirty (30) days after Customer's receipt of the invoice shall bear interest at the rate of one and one-half per cent (1.5%) per month.

Confidentiality. "Confidential Information" refers to any information pertaining to the property, business, and affairs of the Customer. Company is responsible for maintaining the confidentiality of all Confidential Information unless such information was previously known to Company without any obligation to keep it confidential or is subsequently made public by the Customer or a third-party with the legal right to make such disclosure.

Demands by law enforcement. Company may be legally compelled to comply with subpoenas or similar orders related to materials delivered to Company, and shall, unless prohibited by law, promptly notify Customer of any such subpoena, or notice as soon as is practicable. Legal, investigative, regulatory, and/or reporting costs. Customer shall pay Company's reasonable costs for compliance with any request by Company or legal or regulatory authorities for assistance in any investigations, or to provide reports, access, or testimony.

HIPAA compliance. Company acknowledges that, in connection with this engagement with Customer, it may have access to protected health information ("PHI") and, therefore, may function as a "business associate" under the Health Insurance Portability and Accountability Act (HIPAA) Privacy and Security Rules. In connection with this possibility, Company agrees that it (a) will not use or further disclose PHI other than as permitted to perform these services or as permitted or required by law; (b) will report to Customer, within a reasonable period of time, any use or disclosure of PHI or Breach or Security Incident not provided for by these Terms and affecting Customer’s PHI of which it becomes aware; (c) will use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by these Terms; (d) will require that all of its subcontractors and agents to which it provides PHI pursuant to the terms of these Terms agree to all of the same restrictions and conditions to which BA is bound; (e) will make available for access and amendment PHI that it maintains to the extent this PHI is part of a designated record set; (f) will make available upon Customer’s request an accounting of disclosures in accordance with the Privacy Rule; (h) will make available to the Secretary of Health and Human Services upon reasonable notice the internal records and documentation necessary to determine the Customer’s HIPAA compliance as it relates to this engagement; (i) upon termination of these Terms will, where feasible, return or destroy all PHI received from Customer under these terms; (j) will otherwise meet applicable requirements of the Privacy Rule; (k) will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it receives or maintains on behalf of the Customer.

HITECH Act compliance. Company will inform Customer without delay upon verifying unauthorized access to PHI in accordance with the Health Information Technology and Economic and Clinical Health Act of 2009.

GLBA Safeguards Rule compliance. Company has and will make available Customers upon written request, information protection policies and procedures in compliance with the Financial Services Modernization Act of 1999.

FACTA Red Flags Rule compliance. Company will also conduct its activities in accordance with reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft, to the extent such policies and procedures are applicable to its Services.

Breach notification. Company will notify Customer without undue delay in the event it determines there has been unauthorized access to media or materials that poses a risk to the Customer or to Data Subjects of Customer.

Fulfillment of Data Subject Rights. Company will assist Customer in fulfilling its obligations to provide Data Subjects rights of access, rectification, objection to processing, portability and deletion, to the extent such obligations apply to Services provided. Customer agrees to compensate Company for the expense of any assistance it provides Customer in fulfilling such obligations.

Limited use and retention. Company will limit its processing of media or materials delivered by Customer to the Services for which it is hired, and furthermore will not retain such media and materials for longer than is needed to provide same.

Description of claims. Customer must submit any claim relating to a Service to Company in writing within a reasonable time and no later than three (3) months after the event upon which the claim is based.

Arbitration of disputes. Any claim, controversy, or dispute arising out of or relating to these Terms, or any interpretation or breach of these Terms or performance under these Terms, that cannot be resolved within fifteen (15) days by informal discussions between the parties, shall be resolved by submission to final, binding, and non-appealable arbitration, with neither party having the right to a trial de novo in court. This arbitration and all pre-hearing, hearing, and post-hearing arbitration procedures, including discovery, disclosure of arbitrator's interests, and challenge of arbitrator designation, shall be conducted in accordance with the American Arbitration Association's Commercial Arbitration Rules. The American Arbitration Association will choose one arbitrator.

Restrictions on liability. Customer agrees that Company shall not be held responsible or liable in any way for the release or loss of any materials deposited in bins or otherwise delivered to it for secure destruction, unless the release or loss is the result of Company's neglect or intentional misconduct. Company's maximum financial liability for any and all claims arising out of Services provided under these terms shall not exceed the aggregate amounts paid by Customer for Services provided at a specific Customer location during the six (6) months prior to the event giving rise to the claim. Company shall under no circumstance be liable for any consequential, incidental, special, or punitive damages, regardless of whether the action is based on tort, contract, or any other legal theory.

Ownership assurance. Customer warrants that it is the owner, lawful custodian, or otherwise has the right to deliver any and all materials Customer provides to Company under these Terms.

Mutually binding. These Terms bind the Parties as well as their respective successors and assigns.

Force Majeure. Each party shall be excused from any delay or failure in performance under these Terms for any period caused by acts of God, government actions, labor unrest, riots, or other causes beyond its control.

Relationship between the Parties. Company is an independent contractor under these Terms and has the exclusive right and responsibility to supervise, administer, contract, direct, procure, perform, or cause to be performed all work stipulated by Company under these Terms.



Lack of validity. If any provision of these Terms is declared invalid by a court of competent jurisdiction, then such provision shall be automatically amended to the minimum extent necessary to meet the requirements for validity as declared at such time and shall be considered a provision of these Terms as if originally included. In the event that the invalidated provision is of such a nature that it cannot be modified, the provision shall be deemed deleted from these Terms as if it had never been included. In either event, the remaining provisions of these Terms shall remain in effect.

© 2024 Privata Vox, LLC – All rights reserved.