Access Service Terms and Conditions – Canada

Terms and Conditions in English

en français

1. APPLICABILITY OF THESE TERMS AND CONDITIONS
   The terms and conditions provided below (the “Terms and Conditions”) shall apply to and govern (A) ACCESS’ storage and the servicing (collectively the “Storage Services”) of hard copy, media and electronic storage, and other deposit items (collectively, the “Records”);  (B) ACCESS’ services for the secure destruction of Records (the “Destruction Services”); and (C) ACCESS’ software services, conversion services, managed services, or professional services (all such services collectively with Storage Services and Destruction Services, the “Services”) and any other services performed by ACCESS pursuant to a statement of work, order or quote, issued and/or executed by ACCESS that are provided to any person or entity (the “CLIENT”) in the absence of a currently enforceable written agreement between the CLIENT and ACCESS with respect to such Services. The tendering of any items for storage by the CLIENT to ACCESS (or any predecessor of ACCESS) and/or the actual custody by ACCESS of any items of CLIENT for storage, and/or the request for other Services from ACCESS, and/or the payment by CLIENT for any such Services, shall constitute acceptance by CLIENT of all of these Terms and Conditions. If CLIENT issues a purchase order, memorandum, or any other instrument purporting to cover Services that is not accepted in writing by an authorized officer of ACCESS, then such purchase order, memorandum, or other instrument shall be for CLIENT’s internal purposes only, and is not binding upon ACCESS whether communicated before or after commencement of Services. Any currently enforceable agreement between CLIENT and ACCESS regarding the Services shall supersede these Terms and Conditions. For purposes of these Terms and Conditions, “ACCESS” means that particular subsidiary or affiliate of Access CIG, LLC that is providing the Services to CLIENT.
2. STORAGE SERVICES
   ACCESS will provide Storage Services for CLIENT’s Records as requested by CLIENT from time to time.
3. DESTRUCTION SERVICES
   1. Destruction of Records in Storage: ACCESS may provide Destruction Services if requested by CLIENT. ACCESS will not destroy any Records without the CLIENT’s written or electronic authorization. Upon CLIENT’s request, ACCESS will furnish a Certificate of Destruction to CLIENT. CLIENT will release, indemnify, and hold ACCESS harmless from and against any liability, expenses, fines or penalties, damages or costs, including reasonable legal fees, (collectively, “Costs”) arising from or relating to the destruction of Records pursuant to the CLIENT’s written or electronic authorization.
   2. Other Destruction Services: Upon CLIENT’s request, as part of Destruction Services, ACCESS may (i) provide shredding consoles and other equipment (“Consoles”) in CLIENT’s facilities for the collection of papers or physical media to be destroyed; (ii) service the Consoles on an agreed schedule or as needed; (iii) provide mobile on-site shredding on an agreed schedule or as needed; and/or (iv) securely destroy the materials in accordance with industry standards. Consoles remain the property of ACCESS at all times, and CLIENT will not file any lien nor allow any lien to be filed against the Consoles. CLIENT shall place only office paper in Consoles designated for paper and appropriate physical storage media in Consoles designated for same (staples and small paper clips are acceptable). CLIENT will release, indemnify and hold ACCESS harmless from any Costs arising from or relating to the destruction of any materials placed in the Consoles or tendered for destruction. CLIENT shall reimburse ACCESS for loss or damage to any Consoles and for any damage to ACCESS’ shredders caused by placing any other materials in Consoles. Client shall pay a removal fee of seventy-four (74) dollars per Console upon removal of Console(s) from CLIENT’s facility by ACCESS.
4. ACCEPTANCE OF SERVICES
   Unless otherwised agreed to by ACCESS, satisfactory completion and acceptance of any conversion, managed, or professional services, and/or deliverables shall be deemed to have been delivered and accepted by CLIENT if CLIENT does not oject in writing to such services or deliverables within thirty (30) days of receipt by CLIENT.
5. OTHER TERMS FOR SERVICES
   1. CLIENT shall not at any time store with ACCESS any materials that would attract insects or vermin, are highly flammable other than paper, explosive, toxic, radioactive, dangerous or illegal to store, or that are otherwise deemed by ACCESS, in its sole discretion, to represent a hazard (“Prohibited Materials”). ACCESS reserves the right, but is not obligated, to inspect any Records and may refuse to accept and/or remove and redeliver to CLIENT any Prohibited Materials. CLIENT shall also not store with ACCESS any memorabilia or collectibles, materials having historical value (such as fossils or historical manuscripts, journals or photographs), artwork, negotiable instruments, jewelry, currency or other items that have intrinsic market value. CLIENT will release, indemnify, and hold harmless ACCESS from any Costs arising from or relating to CLIENT’s breach of this Paragraph 5A.
   2. CLIENT shall encrypt all electronic records that include personally identifiable information, sensitive financial information, protected health information, or any other information where such other information is required by any State, Provincial, or Federal law to be encrypted either in transit or at rest, or is otherwise subject to regulation governing its disclosure to third-parties, before transmitting or otherwise delivering those records to ACCESS. All encrypted data must be in a format that is unusable, unreadable or indecipherable to unauthorized individuals. ACCESS will not inspect such records to determine whether they are properly encrypted and CLIENT will release, indemnify and hold harmless ACCESS from any Costs arising from or relating to CLIENT’s breach of this Paragraph 5B.
   3. ACCESS reserves the right to re-box or refuse any Records that are not in a suitable condition for rack storage.
   4. ACCESS is not and shall not be deemed a contract or common carrier. The valuation and liability provisions of these Terms and Conditions shall apply to transportation services provided by ACCESS.
   5. CLIENT agrees that any failure or delay in ACCESS delivering Records or providing other Services within a reasonable period of time shall not constitute a failure of Service or a conversion of goods, nor subject ACCESS to any liability, when such failure or delay results from any act of God (earthquakes, floods, fires, etc.), communication or power system failures, labor disputes, epidemic or pandemic, unusual traffic delays or other reason beyond ACCESS’ reasonable control.
   6. CLIENT acknowledges that each employee or another representative of CLIENT shall have full authority on behalf of CLIENT to order or request any Services unless CLIENT provides specific written instructions to the contrary. Unless CLIENT specifically instructs ACCESS otherwise in writing, CLIENT authorizes ACCESS when performing deliveries to leave Records with any CLIENT representative, e.g. receptionist, who greets the ACCESS courier, even if CLIENT representative may not otherwise be authorized by CLIENT to order or request Services.
   7. ACCESS shall have the right to refuse Services without liability when ACCESS is doubtful as to a requesting party’s authority, or when CLIENT’s instructions are not complete to ACCESS’ satisfaction. Any order for Services placed via ACCESS’ web-based inventory program shall be deemed a valid order placed by an individual with authority to act on behalf of CLIENT.
   8. ACCESS may delegate any duty or obligation to a company that is, directly or indirectly, through one or more intermediaries, under the common control of any direct or indirect parent company of ACCESS (each, an “ACCESS Affiliate”), or any responsible third-party, to perform all or part of the Services. ACCESS’ use of contract employees shall not be deemed the use of a third-party for purposes of this Paragraph. In the event a third-party common carrier is used to transport CLIENT’s materials, said carrier and not ACCESS shall be solely responsible for loss or damage to the materials while in the carrier’s possession.
   9. Additional charges for hoisting, lowering and labor may be added to transportation costs if Records cannot be transported in a customary manner by elevator or stairs from a reasonably accessible location.
   10. Itemized lists or descriptions of contents of Records submitted to ACCESS or entered by CLIENT in ACCESS’ inventory programs shall be considered for CLIENT’S recordkeeping and reference purposes only and shall not be considered proof that any documents referenced in such lists or descriptions are in fact included in the Records stored at ACCESS.
   11. Any changes to CLIENT’s locations, user authorization list, and service schedules must be communicated in writing to ACCESS, and accepted by ACCESS in writing, in order to be effective.
   12. Any intellectual property or proprietary products used by ACCESS in connection with the Services are and shall remain the exclusive property of ACCESS or the third-parties from whom ACCESS has secured the right to use such products.
   13. CLIENT acknowledges and agrees that it shall not control the manner, means, or methods by which ACCESS performs any Services contained herein.
   14. CLIENT shall not store in Filebridge, or any successor inventory management software, any personally identifiable information, protected health information, or any other information subject to State, Provencial, or Federal regulation governing its disclosure to third-parties.
   15. ACCESS may deploy artificial intelligence (“AI”) to build or improve the quality of ACCESS’ Services. In its deployment of AI, CLIENT Records will not be copied, exported, exposed to any other client or to any third-party, or saved in any readable or usable form.
6. CLIENT REPRESENTATIONS AND WARRANTIES
   CLIENT represents and warrants that: (A) it is the owner or legal custodian of all Records and has full authority, without any restrictions, to store said Records; (B) it has the right to authorize the destruction of the Records for which CLIENT requests such destruction; (C) unless CLIENT has informed ACCESS in writing otherwise, neither CLIENT nor its Records are subject to the  General Data Protection Regulation (“GDPR”); (D) all instructions CLIENT issues to ACCESS with respect to the processing of Client Records will comply with all applicable laws; and (E) the performance by ACCESS of any order or instruction that CLIENT gives to ACCESS with respect to Client Records  will not violate GDPR or any applicable laws. At such time as CLIENT’s Records become subject to GDPR (if ever), then in the absence of a separate agreement, the terms of the GDPR Data Processing Addendum found at www.accesscorp.com/gdpr_terms shall be and are specifically incorporated herein by reference and are binding upon the parties as if fully set forth herein. CLIENT will release, indemnify, and hold ACCESS harmless from any Costs arising from or relating to the breach of CLIENT’s representations and warranties in this Paragraph 6. Except as expressly provided in these Terms and Conditions, ACCESS provides all Services AS IS, As Available and With All Faults, and ACCESS expressly disclaims any and all representations and warranties, including any warranty of suitability, or fitness for a particular purpose, or arising out of a course of dealing.
7. PAYMENT
   CLIENT agrees to pay in full to ACCESS all charges invoiced to CLIENT in accordance with ACCESS’ then current price schedule(s) (which may be set forth in a Statement(s) of Work) within net thirty (30) days of the date of each invoice. ACCESS may modify the price schedule upon  thirty (30) days’ prior written notice (which may be by first class mail or email). Time is of the essence for all payments. CLIENT must give written notice of any dispute with any charge in an invoice within thirty (30) days from the date of the invoice and must pay the undisputed portion of the invoice with its notice or it will have waived the right to dispute the charge. Any disputed amounts resolved in favor of CLIENT will be credited to CLIENT’s account, and amounts payable to ACCESS will be paid within fifteen (15) days of dispute resolution. Payments received may be applied to the oldest invoices due. Amounts not paid by CLIENT when due shall accrue interest at the lesser of 18% per annum, compounded monthly, or the maximum amount allowed by applicable law. CLIENT shall reimburse ACCESS upon invoice for all costs and fees, including reasonable attorneys’ fees, incurred by ACCESS in collecting any amounts past due.
8. TERMINATION OF SERVICES
   CLIENT shall deliver thirty (30) days’ prior written notice to ACCESS in the event CLIENT desires to terminate all Services. Said notice shall advise whether CLIENT will pick up its Records or request ACCESS to deliver same, together with a delivery address if applicable. All outstanding invoices must be paid as a precondition to termination of Services. Promptly after receipt of said notice and payment of any outstanding invoices, ACCESS will provide an account closing statement containing all applicable charges and an estimated schedule of deliveries (or pickup availability). Storage and other service charges shall continue to accrue after notice of termination until all Records are removed from Access’ facilities(s). Prior to the delivery or removal of any Records, CLIENT shall pay in full in good funds the amount(s) owed on the account closing statement including, but not limited to retrieval, permanent removal, dock access, delivery, or destruction charges. Notwithstanding the termination of Services: (A) all express indemnification obligations and limitations on liability provided herein shall survive, and (B) a party’s liability for breach of these Terms and Conditions occurring prior to such termination shall survive.
9. BREACH OF TERMS AND CONDITIONS
   If CLIENT fails to pay any amount due hereunder when due, or otherwise materially breaches these Terms and Conditions, ACCESS, at its option, may stop providing Services upon written notice and seek recovery of damages resulting from CLIENT’s nonpayment or other breach, or exercise any or all of the following remedies without terminating Services: (A) if any amounts owed by CLIENT are outstanding for forty-five (45) days or more past the invoice date, ACCESS may either (i) redeliver CLIENT’s Records to CLIENT (for which permanent removal, delivery, preparation of inventory reports, data extraction, and other charges will apply), or (ii) refuse or suspend  Services and CLIENT’s access to Records until all outstanding invoice(s) are paid in full. If Services are suspended, CLIENT will remain responsible for payment of all charges accruing during such suspension; (B) if CLIENT is in arrears in its payment obligations for a period of three (3) months or longer past the invoice date, Records will be deemed abandoned and ACCESS may destroy the Records at CLIENT’s expense and without liability to CLIENT, following ten (10) business days’ advance written notice of such destruction; and/or (C) exercise such other rights and remedies as may be allowed at law or in equity as if specific remedies were not herein provided. In the event ACCESS takes any actions in accordance with this Paragraph, it shall have no liability to CLIENT, and CLIENT hereby will release, indemnify, and hold harmless ACCESS from any Costs arising from or relating to any actions taken by ACCESS in accordance with this Paragraph, including the disposal or destruction of any materials. All remedies provided herein are cumulative and may, at the election of ACCESS, be exercised alternatively, successively or in any other manner. ACCESS shall be entitled to its reasonable attorneys’ fees, whether or not any litigation or other action is commenced, in the event of any breach by CLIENT of these Terms and Conditions. With respect to ACCESS’ right to dispose of the Records under 9(B) above, CLIENT acknowledges that, because the Records have minimal or no value to a third-party and Confidential Information (defined below) may be unlawfully exposed, the sale of the Records would not be reasonably possible, and the disposal of the Records is the only reasonable way for ACCESS to mitigate its damages.
10. CONFIDENTIALITY
    ACCESS acknowledges that it may store and have access to: (A) Records that may be of a confidential nature relating to CLIENT’s property, business and affairs, and/or contain personal information of individuals that may be protected by law from unauthorized disclosure, or (B) other non-public and proprietary information of the CLIENT in connection with the Services. CLIENT acknowledges that it will have access to proprietary and confidential information of ACCESS, whether or not such information is marked proprietary or confidential,  including but not limited to pricing, audit reports or attestations, SOPs, financial information, technical information and coding relating to ACCESS’ software and inventory programs, as well as its vendors. (The confidential and proprietary information of both parties is hereinafter referred to as “Confidential Information”). Each party shall exercise the same degree of care in safeguarding Confidential Information of the other party that a careful and reasonable company would exercise with respect to similar records of its own. In no event shall ACCESS’ duty of care be less than to implement, maintain and use reasonable and appropriate administrative, technical, and physical safeguards to preserve the privacy, integrity, confidentiality and availability of CLIENT’s Confidential Information. Without limiting the obligations of the parties to safeguard Confidential Information, neither party shall disclose Confidential Information to competitors, customers or potential customers of the other party. The liability of ACCESS for any unauthorized disclosure of any Confidential Information shall be limited as set forth in Paragraph 11 hereof. Access to Confidential Information of a party shall be restricted by the receiving party to those individuals necessary to perform the Services hereunder or to properly utilize the Confidential Information for its intended purposes in connection with the Services, each of whom shall be subject to keep the Confidential Information confidential. In the event that a party is under a legal obligation to disclose Confidential Information (or to disclose Records that may not constitute “Confidential Information” of CLIENT), that party may do so without breach of these Terms and Conditions so long as, to the extent lawful and reasonably possible, the other party is provided prior written notice. The party legally required to disclose Confidential Information shall be reimbursed legal fees and costs for compliance with any such legal obligation. Confidential Information shall not include information that (A) is or may become publicly available without breach of these Terms and Conditions, (B) was possessed by one party prior to receipt from the other party, or (C) is or becomes lawfully available to a party from a third party free of confidentiality obligations.
11. LIABILITY LIMITATIONS
    1. Declaration of Valuation. CLIENT declares the value of all Records to be (A) $1.00 per box, carton, linear foot of open shelf files or other hard copy storage unit (or gigabyte of digital records) or (B) the actual replacement cost for the physical media with respect to tapes, cartridges, cassettes or other non-paper media, unless CLIENT declares a different valuation in writing to ACCESS, the receipt of which ACCESS acknowledges in writing, and pays an additional agreed upon fee for the storage of its Records.
    2. Stored Records and Electronic Media. ACCESS shall not be liable for any loss or damage to Records, however caused, unless such loss or damage results from a failure by ACCESS to exercise that care that a reasonably careful person would exercise under like circumstances, in which case ACCESS’ liability, if any, for such loss or damage to Records shall not exceed the valuation in Paragraph 11A above. Without limiting the generality of the foregoing, ACCESS is not liable or responsible for (i) loss or damage arising from Acts of God, casualty, gradual deterioration of Records or media, vermin, labor disturbances, any governmental act or other cause beyond its reasonable control, or (ii) the repair, replacement or restoration of lost or damaged images, data or other property. Records are not insured by ACCESS against loss, damage or destruction, however, caused. CLIENT must ensure all Records at its own expense. CLIENT shall cause such insurers of Records to waive any right of subrogation or any other method of recovery against ACCESS and shall indemnify ACCESS from any loss or damages resulting from its failure to do so.
    3. Other Claims. ACCESS’ maximum liability with respect to (i) the unauthorized disclosure of Confidential Information shall be six (6) months of total charges paid by CLIENT; (ii) any Storage or Destruction Services rendered hereunder is six (6) months of charges paid by CLIENT for such Services immediately preceding the service from which the claim arose.
    4. Certain Damages. ACCESS WILL NOT IN ANY EVENT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RELATED TO THESE TERMS AND CONDITIONS OR ARISING FROM THE SERVICES, UNDER ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, EVEN IF ACCESS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
    5. Other. ACCESS will not be liable for any loss or damage occasioned by any misunderstanding of orders or instructions received from any ostensible CLIENT employee or representative. ACCESS will not be responsible for misdeliveries made in good faith in reliance on orders given by any ostensible employees or representatives of CLIENT. With respect to obligations not otherwise addressed in this Paragraph 11, ACCESS’ liability shall not exceed the amount paid to ACCESS by CLIENT for such Service for the three (3) month period preceding the claim by CLIENT. The limitations of liability in this Paragraph 11 and otherwise in these Terms and Conditions shall apply irrespective of the cause of loss, damage, or destruction of Records or Services and CLIENT acknowledges that the amounts it is charged for Services reflect that ACCESS is relying on such limitations of liability.
12. CLAIMS AND DISPUTE RESOLUTION/ARBITRATION
    A written claim by CLIENT for loss, damage or destruction of Records must be made not later than thirty (30) days after: (A) redelivery of Records to CLIENT; or (B) CLIENT is notified by ACCESS of loss, damage or destruction of Records; or (C) CLIENT otherwise has notice or knowledge of such loss, damage or destruction, whichever is shorter. Such timely written claim is a condition precedent to recovery. Notwithstanding the foregoing, no action, regardless of form, arising out of or in connection with the Services (other than an action by ACCESS for any amount due to ACCESS) may be brought more than one year after the cause of action has arisen, except as may otherwise be required by applicable law. ACCESS and CLIENT shall use reasonable efforts to resolve by negotiation any claim, controversy, or dispute arising out of or relating to the Services, for a period of at least fifteen (15) days after such claim or other dispute arises.
    If ACCESS and CLIENT are unable to resolve any claim, controversy, or dispute as provided above, then any dispute, claim, or controversy arising out of or relating to these Terms and Conditions or the breach, termination, enforcement, interpretation, or validity thereof, including with respect to the determination of the scope or applicability of its dispute resolution provisions, shall be referred to and resolved by way of final and binding arbitration, with no right of appeal.
    Any arbitration shall be commenced by one party delivering to the other party a notice to arbitrate, which shall set out a brief description of the dispute, claim, or controversy to be arbitrated and a summary of the relief claimed (the “Notice to Arbitrate”). The arbitration shall be conducted under the arbitration laws of Ontario. The arbitration shall be conducted in English, and the place of arbitration shall be Toronto, Ontario, Canada, unless otherwise agreed.
    The arbitration shall be conducted by a single arbitrator who shall be agreed upon by all parties to the arbitration.  In the event the parties cannot agree on an arbitrator within ten (10) business days of delivery of the Notice to Arbitrate, the parties agree to appoint ADR Chambers as the appointing authority.  The arbitration rules and procedures shall be as agreed between the parties.
    In the event the parties fail to reach agreement as to the rules and procedures to be followed in the arbitration within 10 business days of the appointment of the arbitrator, either party may apply to the arbitrator for a determination of the rules and procedures to be applied in the arbitration. The parties agree to advise the arbitrator that it is their intention to have the arbitration proceed as expeditiously as possible given the matters at issue in the Notice to Arbitrate.
    The parties agree that the arbitration shall be conducted in private and that all matters relating to the arbitration, including all documents exchanged, all testimony, all submissions, and the award and reasons of the arbitrator, shall not be disclosed beyond the arbitrator, the parties, their counsel, and others as necessary to conduct the arbitration proceeding, unless required by law.
    The unsuccessful party shall pay to the successful party all costs incurred, including reasonable legal fees actually paid by the successful party in relation to any dispute, claim, or controversy.
    These Terms and Conditions shall not preclude the parties from seeking provisional and/or conservatory relief from the Ontario Superior Court of Justice and any such application shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. After the arbitrator has been appointed, the arbitrator shall have sole jurisdiction to consider applications for provisional and/or conservatory relief, and any such measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction.
    The parties agree: (a) to arbitrate solely on an individual basis, and (b) that these Terms and Conditions does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.
    While any arbitration proceedings are ongoing, the Subcontractor shall continue to provide all services in accordance with these Terms and Conditions.
13. INDEMNIFICATION
    ACCESS and CLIENT shall each indemnify the other and the other’s affiliates, employees, officers and directors from and against all Costs for bodily injury, including death, or for damage to real or tangible personal property (other than Records) to the extent negligently caused by the indemnifying party.
14. MODIFICATION OF TERMS AND CONDITIONS
    ACCESS may modify these Terms and Conditions from time to time. Such modifications shall take effect on the first day of the second month following their publication on https://www.accesscorp.com/en-ca/access-terms-and-conditions-canada/.
15. GOVERNING LAW
    These Terms and Conditions and the provision of Services by ACCESS, shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to the principles of the conflicts of law. CLIENT waives all claims of forum non conveniens.
16. MISCELLANEOUSAll notices required to be given under Paragraphs 8 and 9 of these Terms and Conditions, and claims arising from the Services, shall be in writing and delivered either personally or by registered or by certified mail, postage prepaid, or by recognized overnight courier service to the following addresses: to CLIENT- the address designated by CLIENT for delivery of invoices to CLIENT; to ACCESS-100 Disco Road, Unit 2, Etobicoke, ON M9W 1M1, Canada, Attention: General Counsel, or at such other place as either of the parties may from time to time designate in writing in a notice given in accordance with this provision. Notice shall be effective on the date of actual personal service or the third business day after the postmark on the registered or certified mail, as the case may be, or on the date of delivery to such address if sent by recognized overnight courier service.
    These Terms and Conditions bind the CLIENT and its transferees, heirs, executors, successors and assigns. ACCESS may transfer custody of all Records and assign all Services to a third-party. Notice of such transfer and assignment shall be given to CLIENT following the occurrence of the same.
    Nothing in these Terms and Conditions, whether express or implied, is intended to create or confer any rights or remedies in favor of any parties other than ACCESS and CLIENT and their respective successors and permitted assigns, nor shall any provision give any third party any rights or remedies against ACCESS or CLIENT.
    If any provision of these Terms and Conditions is determined to be illegal or otherwise unenforceable by an arbitrator or a court of competent jurisdiction with respect to a CLIENT then, to that extent it shall be limited, or severed and deleted from these Terms and Conditions, and the remaining portions hereof shall survive, remain in full force and effect and shall, with respect to such CLIENT, be interpreted to give effect to the original intention of these Terms and Conditions.
    The failure of either party to otherwise exercise any of its rights hereunder or to require the performance of any term or provision hereof, or the waiver by either party of any breach hereof, shall not prevent a subsequent exercise or enforcement of such rights or be deemed a waiver of any subsequent breach of the same or any other term or provision hereof.
    A waiver of any right under these Terms and Conditions shall be effective only if in writing and signed by the authorized officer of the party against which such waiver is to be enforced.
    These Terms and Conditions are drawn up in English pursuant to the formal request of parties. Ces modalités sont rédigées en anglais à la demande expresse des deux parties.END OF TERMS AND CONDITIONSRevised February 6, 2024 from prior version dated February 21, 2019

    Material Revisions:

    1. Change to Section 1 to add subsection (c) to incorporate both software and conversions services under the broader definition of Services under the applicability of the Terms and Conditions.
    2. Change to Section 3, paragraph A, to define that clients may submit a request for document destruction electronically.
    3. Change to Section 3, paragraph B to add language to clarify Access’ tangible property rights over the consoles placed at client’s location, and to state client’s inability to file or facilitate the filing of a lien on Access’ consoles, as well as a modification to the console removal fee.
    4. New Section 4 added to account for the addition of Conversion Services offerings.
    5. Change to Section 5, paragraph A to specify that Access in its sole discretion will make the determination as to what items, in addition to the list preceding, represent a hazard and should be qualified as a “Prohibited Material” under the Agreement.
    6. Sentence added at the close of Section 5, paragraph A to require that client indemnity, release and hold harmless Access from any breach by client of Section 5, paragraph A.
    7. Section 5, paragraph H updated to state that Access may delegate a contractual duty or obligation to an Access Affiliate, removing the reference to “subcontract”.
    8. Section 5 expanded to include subsections L, M, N, and O.
    9. Section 6 modified to add subsections E and F concerning Client’s instructions to Access with regards to the processing of Client’s Records and compliance with applicable laws/GDPR.
    10. Section 7, language added concerning the allocation of funds received to oldest invoice due.
    11. Section 9, language added addressing the suspension of services and obligations with respect thereof, as well as the constitution of abandon records.
    12. Section 10, updated to expand categories of information that may be deemed confidential, language added to define Access’ duty of care concerning client’s confidential information, removal of references and obligations concerning ITAR/EAR.
    13. Section 12, paragraph one updated to limit the period in which an action may be brought after cause.
    14. Section 16, paragraph one updated to reflect revised address for notices to Access.