EOL Data Security Service Terms & Conditions
Terms and Conditions KBS GROUP END OF LIFE DATA SECURITY SERVICE TERMS AND CONDITIONS
KBS Group shall perform the services described in the (the “Services”). KBS Group shall provide the Services at the Collection Address specified in the End Of Life Termination Request(“EOL”) or such other location as may be agreed between the parties. The Customer shall at its cost prepare the site and provide sufficient facilities to enable KBS Group to deliver the Services and/or collect the Equipment.
2. Customer Responsibilities.
- Customer undertakes to supply all access, assistance, documentation and other information necessary for KBS Group to provide the Services and/or collect the Equipment.
- The Customer is responsible for insurance and any damage to hired Equipment prior to collection.
- By ticking ‘No Hire Agreement for Equipment’ on the EOL Form and signing the declaration the Customer is confirming they have legal title to the Equipment detailed in the EOL Form and thereby transfers ownership of the Equipment to KBS Group.
- The Customer warrants that the information provided in the EOL Form is accurate.
- By choosing not to receive the Services in respect of any Equipment and signing the EOL Form, the Customer confirms that they are aware that any residual data on the relevant Equipment detailed in the EOL AGREEMENT will not be beyond recovery or destruction.
- If having selected HDDREM Services, the Customer chooses to retain the hard drive removed from the Equipment, Customer acknowledges that it shall be responsible for the safety and security of the hard drive from the time it is handed to the Customer by KBS Group’s engineer.
3. KBS Group’s Warranty.
KBS Group warrants that the Services shall be performed with reasonable care and skill in accordance with good industry practice. EXCEPT AS EXPRESSLY SET FORTH IN THIS SOW OR AS REQUIRED BY LAW, THE PRECEDING IS KBS GROUP ONLY WARRANTY CONCERNING THE SERVICES PROVIDED TO CUSTOMER, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM.
4. KBS Group’s Liability.
- KBS Group does not exclude or limit its liability (if any) for:
- death or personal injury resulting from KBS Group or KBS Group employees’ negligence; or
- any matter which cannot be excluded by or limited in law.
- Except as set out in 4.1 above, KBS Group’s liability arising out of any one event, whether in contract, tort (including but not limited to negligence) or otherwise, to Customer in respect of:
- any and all loss of or damage to tangible property shall not exceed one million pounds sterling (£1,000,000), and
- any other loss or damage that is not excluded in clause 4.3, shall be limited to the Total Service Fee paid under the relevant EOL agreement.
- Except as set out in clause 4.1 above, KBS Group shall not be liable to Customer, whether in contract, tort (including but not limited to negligence) or otherwise for any of the following types of losses:
- loss of profits;
- loss of revenue;
- loss or damage suffered by Customer as a result of an action brought against Customer by a third party; and/or
- any special, indirect or consequential loss; regardless of whether or not any such losses were foreseeable and/or KBS Group had been advised of the possibility of Customer incurring such losses.
- Except as set out in clause 4.1 above, KBS Group shall not be responsible for any failure or delay in performing its obligations to the extent that such failures or delays are caused by any:
- inaccuracies or omissions in specifications; or information supplied or not supplied by Customer; or
- acts or omissions of Customer or a third party (other than KBS Group’s agents).
5. Intellectual Property.
KBS Group’s pre-existing proprietary rights shall remain with KBS Group and nothing in the EOL agreement serves to grant the Customer any rights in any intellectual property embodied in a solution developed by KBS Group on behalf of the Customer, including but not limited to all patent, copyright, trade mark and other intellectual property rights therein; and all methodologies, processes, techniques, ideas, concepts, trade secrets and know-how embodied in the solution.
6. Force Majeure.
KBS Group may, without liability, delay performance or cancel this EOL agreement on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, eleEOL agreementical or source of supply failure, or the unavailability of services, personnel, products or materials.
Neither party shall, without the previous written consent of the other, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or sub-contractors to use, publish or disclose any Confidential Information which it has received from the other, otherwise than for the performance of its duties under the EOL agreement, other than Confidential Information:
- which becomes generally available in the public domain other than by its unauthorised disclosure by the receiving party; or
- which has or may come into the possession of one party otherwise than in breach of a duty of confidence to the other party; or
- which is already in the possession of a party with the right to disclose; or
- which is required to be disclosed by law.
8. Assignment & Subcontracting.
Customer shall not, without KBS Group’s prior written consent, assign any benefit or obligation under the EOL agreement to any other person in whole or in part. KBS Group may assign any benefit or obligation under the EOL agreement in whole or in part or subcontract the performance of any of its obligations under the EOL agreement. The subcontracting by KBS Group of any of its obligations under the EOL agreement in whole or in part shall not relieve KBS Group of its responsibility for the performance of its obligations to Customer.
KBS Group or the Customer may terminate the EOL Agreement with immediate effect on written notice if the other party is in material breach of any term of the EOL agreement provided that it has notified the other party in writing of the breach and given the other party not less than thirty (30) days in which to correct the breach.
This Agreement sets forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the supply of Services. Any purchase order issued by the Customer shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against KBS Group. This EOL agreement may not be modified or amended except by the mutual written agreement of the parties. The waiver of a breach or default by either party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. This EOL Agreement shall be governed by and construed in accordance with Northern Ireland Law and the parties submit to the exclusive jurisdiction of the Northern Ireland Court.