Salumatics Inc. Customer Agreement

Please read all the terms and conditions of this agreement with Salumatics Inc. (“Salumatics”) carefully.  By clicking “I agree”, by entering into a purchase, order, sale or other agreement that refers to these terms, you (the “Customer”) agree to be bound by the terms and conditions of this Agreement, even if you have not read them.  It is important to read this entire Agreement.  In particular, it contains provisions that may limit your rights, such as the section entitled limitations.

  1. Services: Salumatics provides document shredding and storage services (“Service(s)”).  The Services to be provided and the fees will be as described on an estimate, website, or retail POS Kiosk.  Additional Services may be added from time to time by the parties entering additional purchases, orders, or sales that refer to this Agreement. Nothing in a purchase, order, or sale document may amend this Agreement unless it explicitly states that the purchase, order, or sale is amending this Agreement, and refers to the section being amended.  Any other documents that are signed by the parties that reference this Agreement form part of this Agreement and the applicable purchase, order, or sale.  Any purchases, orders, or sales documents provided by the Customer will be relevant for the business details only, will be subject to the terms of this Agreement, and do not alter or add to this Agreement.
  2. Destruction Services: Salumatics provides secure destruction of paper records on a one-time basis, recurring basis, or a monthly subscription service basis.  Documents to be destroyed must be provided to Salumatics in bankers boxes or Salumatics destroyable Office Box.  Customers may deliver them to a Salumatics Retail location, or Salumatics will pick them up from the Customer.  Once documents to be destroyed are in the possession of Salumatics, Customers cannot retrieve them.  Salumatics does not provide certificates of destruction to its retail we-cycle clients.
  3. Storage Services: Documents to be stored must be provided to Salumatics in sealed bankers boxes.  Salumatics will code and track Customer boxes for storage. The Customer agrees to the Physical Storage Rate Card and the line items related to each item associated with Physical Storage.
  4. Fees: Fees are calculated by box.  Customer will pay Salumatics the one-time or recurring monthly fees specified in the estimate, website, or retail POS Kiosk.  All amounts are subject to the payment of applicable taxes. Salumatics may increase any ongoing fees payable under this Agreement by giving at least 30 days written notice in advance.One-time fees are payable as outlined in the estimate, website, or retail POS Kiosk.  Recurring monthly fees and fees for other Services are payable monthly in arrears within 15 days of the date of invoice.Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%).
  1. Term: This Agreement will commence upon the date of the first transaction. If the Services are being provided on an ongoing basis, the Services will be provided for the term (“Term”) specified in the estimate or retail POS Kiosk.  The Term will automatically extend on a monthly basis.  Either party may terminate this Agreement effective at the end of the then current Term by giving at least 30 days prior written notice.
  2. Customer Responsibility: The Customer must provide all documents in standard bankers boxes in good condition.  The Customer warrants that they own or control the documents being provided, and have authority to direct the documents destruction or storage.  The Customer may only provide paper documents that do not have intrinsic value for destruction or storage.  Without limitation, and without limiting the generality of the foregoing, boxes will not contain any negotiable instruments, cash, unsafe or hazardous material, or physical objects.
  3. Warranty: Salumatics does not warrant that the Services are error free, or that they will satisfy the Customer’s expectations.  Salumatics will perform the Services in accordance with a standard of care commensurate with the Services.
  4. Limitations: All promises made by Salumatics are contained in this Agreement.  No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply. You cannot collect any damages from Salumatics (or from its employees, officers, directors, or contractors) for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) that are not direct damages or exceed the amount paid by the Customer in the applicable purchase, or for ongoing Services under a purchase order for no more than the 2 month period preceding the act giving rise to the claim.Salumatics relies on these limitations when entering this Agreement and setting its fees.  They are a fundamental and essential part of our arrangement, and apply even if this Agreement has failed in its fundamental or essential purpose or been fundamentally breached.
  1. Default: This Agreement is effective until terminated. Salumatics may terminate this Agreement at its discretion or suspend the provision of Services (in whole or in part) upon the occurrence of any of the following events: (a) 10 days following receipt of an uncured notice that the Customer has failed to comply with any provision of this Agreement; (b) Customer attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Salumatics; or (c) Customer files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Customer, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by Customer of any act or proceeding for the winding up of its business.
    Upon termination, all unpaid charges for Services become immediately due and payable.  Customer shall not be entitled to further Services, however Salumatics may retain any pre-paid fees as liquidated damages.While Customer is in default, Salumatics may refuse to provide further Services and refuse to provide the Customer’s stored documents to the Customer.  If default continues beyond 90 days, Salumatics may provide notice to the Customer stating that if payment is not received within 30 days, Salumatics may destroy the Customer’s stored documents.  In such case the Customer remains liable for storage costs until the destruction date plus Salumatics normal destruction fees.
  1. Governing Law: This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.  The parties hereby submit to the non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada.  Any actions against Salumatics must be commenced in the courts of Ontario or the Federal Court of Canada.
  2. Confidentiality: Salumatics does not open sealed boxes provided by Customers unless instructed to do so by the Customer to perform specific services such as document scanning. To the extent Salumatics might see Customer documents, it will not use, copy, or share for any reason other than as required to perform the Services.  Salumatics stores boxes in secure locations while in storage, and for documents to be destroyed, for the period between Salumatics taking possession and destruction.
  3. Privacy: The parties will treat any personal information in the possession of the other party that they may have access to under this Agreement as required under applicable privacy legislation and each party’s own privacy policy as it exists from time-to-time.
  4. Prior Agreement: This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral.  No oral or written representation that is not expressly contained in this Agreement is binding on either party.  This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties.  If there is both an executed and a click-wrap version of this Agreement, the executed version shall govern if the terms differ.
  5. Survival: The provisions of this Agreement pertaining to confidentiality and privacy, shall survive the termination of this Agreement.  Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
  6. Force Majeure: Salumatics is not liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control.  The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.
  7. Execution: This Agreement may be entered into by click-wrap, by reference, by the Customer only, in counterparts, or by electronic means.
  8. Notice: All required notices, or notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by courier, mail, or e-mail, if to Salumatics to the address on its website, and if to the Customer to the address set out on the applicable purchase document, or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section.  Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day following the date of mailing, if sent by mail.