Terms & Conditions of Service
Effective June 1, 2020
1. SERVICES. SHRED BOSS provides CLIENT with services for the secure destruction of records tendered to SHRED BOSS by CLIENT for that purpose (Services). SHRED BOSS furnishes a Certificate of Destruction to CLIENT. All Services performed by SHRED BOSS will be in a professional manner in accordance with the National Association for Information Destruction, Inc.’s (NAID) standards and practices. Additional material for destruction should be coordinated with SHRED BOSS prior to the driver arriving for the scheduled service. 2. PAYMENTS. Payments are due to SHRED BOSS within thirty (30) days from the invoice date. Late payments are subject to late fees. If CLIENT fails to make any payment within ninety (90) days from the invoice date, CLIENT will be in default under this Agreement. All past-due balances will accrue interest at the rate of 18.0% per year (1.5% per month). Payment in full of all past-due amounts is required before service will be conducted on account. CLIENT will then be liable for and pay to SHRED BOSS in addition to other amounts due, the costs of the collection of the account, including SHRED BOSS’s attorney’s fees. 3. RESPONSIBILITIES OF CLIENT. CLIENT shall cooperate with SHRED BOSS with regard to the performance of the Services, subject to normal security requirements and in a manner that is not unnecessarily disruptive to CLIENT’s business operations, by providing to SHRED BOSS such information, data, access to premises, management decisions and approvals as may be reasonable to permit SHRED BOSS to perform the Services. 4. RIGHT TO RELY ON INSTRUCTION. SHRED BOSS may act in reliance on any instruction, instrument, or signature reasonably believed by SHRED BOSS to be genuine and may assume that any of CLIENT’s employees or any employee of CLIENT’s affiliates or subsidiaries giving any written notice, request, or instruction has the authority to do so. 5. OWNERSHIP WARRANTY. CLIENT warrants that it is the owner, legal custodian or otherwise has the right to deliver for confidential destruction any materials CLIENT provides SHRED BOSS, and that the destruction of such materials will not violate any law, restriction or court order concerning such materials. 6. RESTRICTED ITEMS. CLIENT shall not deliver to SHRED BOSS 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 the transfer of hazardous or regulated waste, CLIENT agrees to arrange to assume custody of such hazardous materials appropriately, safely and legally at their expense and further agrees to indemnify SHRED BOSS from any property damage, personal injury, or any third-party claims resulting from the transfer of material. 7. MATERIAL DESCRIPTION. Itemized lists or descriptions of contents of materials submitted by CLIENT to SHRED BOSS shall be generally considered for record keeping, reconciliation, and reference purposes only, and are not to be considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. 8. BREACH NOTIFICATION. SHRED BOSS shall, following the discovery of a Breach, initially notify CLIENT of such breach without unreasonable delay and in any event within thirty (30) days after the Breach was discovered. 9. ENCRYPTION OF ELECTRONIC RECORDS. CLIENT agrees to encrypt all electronic records that include Protected Health Information (PHI) or Personally Identifiable Information (PII) before those records are received by SHRED BOSS for destruction. SHRED BOSS will not, and shall have no obligation to, inspect to determine whether data has been encrypted. SHRED BOSS is not liable for any costs, expenses, claims or damages resulting from disclosure of unencrypted PHI/PII data, including notification of those whose information was exposed, and CLIENT shall indemnify SHRED BOSS therefore in accordance with section 12. 10. CONFIDENTIALITY. “Confidential Information” means any information relating to CLIENT’s property, business, and affairs. Unless such Confidential Information was previously known to SHRED BOSS free of any obligation to keep it confidential, is subsequently made public by CLIENT or by a third party having a legal right to make such disclosure or was known to SHRED BOSS prior to receipt of same from CLIENT, it shall be held in confidence by SHRED BOSS and shall be used only for the purposes provided in this Agreement. SHRED BOSS may comply with any subpoena or similar order related to materials delivered to SHRED BOSS. Unless prohibited by law, SHRED BOSS will notify CLIENT promptly of such subpoena or notice. CLIENT shall pay SHRED BOSS’s reasonable costs for such compliance. 11. LIMITATION OF LIABILITY. SHRED BOSS shall not be liable for any delay or inability to perform under this Agreement caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control. SHRED BOSS shall not be responsible or liable for the release or loss of any materials deposited in bins/boxes or otherwise delivered to it for secure destruction unless the release or loss is due to SHRED BOSS’s gross negligence or intentional acts. SHRED BOSS’s maximum liability for all claims arising with respect to the Services provided under this Agreement shall not exceed: a. two (2) times the then-current invoice for services covered by this Agreement, and b. the limits of SHRED BOSS notification liability insurance coverage, if required by applicable privacy law and CLIENT makes claim against SHRED BOSS for such notification costs. In no event shall SHRED BOSS be liable for any consequential, incidental, special, or punitive damages. 12. SHRED BOSS INDEMNIFICATION. CLIENT agrees to fully defend, hold harmless and indemnify SHRED BOSS, its officers, employees, agents, successors, and assigns from and against any liability, losses, damages, costs, or expenses, including reasonable attorneys’ fees and litigation costs, arising, or resulting from (i) CLIENT’s gross negligence, wrongful act, breach of this Agreement or any representation related to this agreement, and/or (ii) the destruction of any materials CLIENT provides SHRED BOSS for destruction. 13. CLIENT INDEMNIFICATION. SHRED BOSS agrees to hold harmless and indemnify CLIENT, its officers, employees, agents, successors, and assigns from and against any liability, losses, damages, costs, or expenses, including reasonable attorneys’ fees and litigation costs, caused by SHRED BOSS’s gross negligence, subject to the limits described in section 11 of this Agreement, “Limitation of Liability.” 14. CLAIMS. CLIENT must present any claim with respect to any Service in writing to SHRED BOSS within a reasonable time and in no case later than three (3) months after the occurrence of the event on which the claim is based. 15. RELATIONSHIP OF PARTIES. SHRED BOSS is acting as an independent contractor and has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by SHRED BOSS under this Agreement. 16. INVALIDITY. The provisions of this Agreement are independent of and separate from each other and no provision shall be affected or rendered invalid if any other may be invalid in whole or in part. 17. GOVERNING LAW. This Agreement is governed and construed in accordance with the laws of New Mexico without regard to conflict of law. Venue shall lie in Chaves County, New Mexico. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between SHRED BOSS and CLIENT with respect to the subject matter of this Agreement. No change, waiver, or discharge of this Agreement shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. This Agreement may be amended only by an amendment in writing signed by CLIENT and SHRED BOSS.