Terms of Service

1. TERM.

The CIIM: Shred Service Agreement (“Agreement”) shall be in effect as of the date signed by both parties and shall remain in effect for three (3) years, with automatic renewal for successive one (1) year terms, unless written notice of nonrenewal is delivered by either party to the other not less than ninety (90) days prior to the expiration of such term.

2. DESCRIPTION OF SERVICES.

• CI Information Management (“Company”) shall furnish bins to Client (as identified in the Agreement) for the exclusive purpose of depositing into such bins confidential wastepaper, and other materials Company agrees to accept for shredding (“Shred Materials”).
• Company will provide the services for the secure destruction of media or materials that is reasonably in accordance with Company’s written and published guidelines, provided that the Client acknowledges that Company may dispose of the Shred Materials by shredding, disintegrating, incinerating or any other means that are generally accepted in the industry for disposing of similar materials (“Services”). References herein to “shredding” shall be understood to include all such methods of disposal.
• Client acknowledges that Client’s Shred Materials may be commingled with shredded materials of others and that Client’s Shred Materials may be recycled after they are shredded.
• The Services may be performed as part of a regular schedule, as set forth on the Agreement, or pursuant to specific requests from Client.
• Client agrees to be available for service to take place as set forth on the Agreement or notify Company of a need to reschedule at least two (2) business days prior to arranged service dates. Failure to notify Company will result in service charges as set forth on the Agreement.
• Client agrees to provide Company with a minimum of thirty (30) days advance written notice of any material change in Client’s service requirements or volumes.
• Company shall be entitled to utilize the services of subcontractors selected by Company upon written notice to Client.

3. PRICING.

• Client agrees to pay Company for its services as set forth on the Agreement or according to company’s then current fee schedule. Client agrees to pay all invoices within thirty (30) calendar days following the date of the invoice.
• Company shall be entitled to increase its fees annually and any applicable fuel and environmental surcharges may adjust throughout the year based on relevant commodity rates or other extenuating circumstances.
• Client agrees to be responsible for or to reimburse Company for any third-party costs required by Client or parties associated with Client (including, without limitation, invoicing services, or facility access security requirements). If Company incurs any such costs in the performance of services for the Client, Client agrees to reimburse Company for such costs as they are incurred.
• If the Client terminates the Agreement prior to the completion of the Initial Term, the Client must immediately pay the Company all unpaid invoices and three (3) months of additional service fees. Fees for early termination shall be calculated based on the average invoice incurred by Client for the prior six months of the Agreement, or all prior months of the Agreement, whichever is fewer.
• If the Client fails to pay the charges when due, Client shall be liable for late charges at the rate of the greater of 18% per annum or the maximum amount allowed by law, and Client shall also be liable for all expenses incurred in collecting charges which are in arrears, including attorneys’ fees.

4. SHREDDING.

• Client acknowledges that it is aware of its obligation to properly dispose of “consumer information”, “personally identifiable information” and any other information the disposal of which is regulated by any laws or regulations governing disposal of information, including, without limitation, those commonly known as “FACTA,” “GLBA”, “HIPAA” and “HITECH” or similar state and federal laws (“Privacy Laws”).
• Client is solely responsible for reviewing Privacy Laws to determine if shredding is adequate under the Privacy Laws to which the Shred Material may be subject. Company makes no representation, warranty, certification, or agreement as to the compliance of shredding or the services with Privacy Laws.
• Client agrees that all bins, consoles, and other items supplied by Company for use by Client in connection with the services are the property of Company. If Client fails to return all such items in working condition at the completion of the services or if any such items are damaged or lost, Client agrees to reimburse Company for their replacement cost.
• Client shall be responsible for and agrees to hold Company harmless from, all contractual restrictions that govern Client and all applicable laws, and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention, and disposition of information contained in the Shred Materials.
• Client warrants that it is the owner, legal custodian, Data Controller, or otherwise has the right to deliver for shredding all materials Client provides Company hereunder. Client acknowledges the transfer of custody and authorizes the destruction of any material given to or gathered by a representative of Company.
• Client acknowledges that it has irrevocably authorized Company to dispose of the Shred Materials by shredding and that Shred Materials cannot be returned to the Client or the Data Subject. Any Data Subject Inquiries or other requests regarding material collected for destruction will be responded to as such.

5. PROHIBITED ITEMS.

Client shall not deliver to Company pursuant to the Agreement anything other than Shred Materials, including without limitation any of the following:

• non-paper products, including cardboard, metal, plastic, or other office refuse
• any material considered toxic or dangerous or which is regulated under any federal or state law or regulation relating to hazardous materials
• any negotiable instruments

Client shall be responsible for all damages caused by any unapproved items including without limitations any time or cost associated with removing items or repairing equipment.

6. CONFIDENTIALITY.

Company shall implement and maintain reasonable safeguards designed to protect the confidentiality of Client’s information contained in the Shred Material and shall not intentionally disclose such information to third parties without Client’s written consent.

7. LIMITATION OF LIABILITY.

• Company shall not be liable for any loss or damage to shred material, however caused, unless such loss or damage resulted from the failure by company to exercise such care in regard thereto as a reasonably careful person would exercise in like circumstances.
• Company’s maximum liability under the Agreement for all claims shall not exceed the aggregate amounts paid by client with respect to services provided at the client’s location during the six (6) months preceding the event which gives rise to a claim. In no event shall the Company be liable for any consequential, incidental, special, punitive, or similar types of damages, regardless of whether the action is brought in tort, contract, or any other theory.

8. INDEMNIFICATION.

Unless caused by the gross negligence or intentional acts of the Company or its subcontractors, Client agrees to fully indemnify and hold harmless the Company, its affiliates, and subsidiaries, its and their officers, employees and agents for any liability, cost, or expense, including reasonable attorneys’ fees and costs, that the Company may suffer or incur because of claims, demands, costs or judgments against it arising out of its services under the Agreement.

9. MISCELLANEOUS.

• The Agreement and Terms of Service (“Terms”), to include all attached and referenced schedules, constitutes the entire agreement between Company and Client with respect to the subject matter of the Agreement. No change, waiver, or discharge of the Agreement or Terms shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. The Agreement and the Terms supersede all other agreements and attachments to the Agreement for the duration of the Agreement term.
• The Agreement shall be binding on the parties and their respective successors and assigns. Company shall have the right, upon written notice to Client, to assign the Agreement and its obligations hereunder in connection with the sale, transfer, or assignment of all or substantially all the stock or assets of Company.
• Every provision of the Agreement is intended to be severable. If any term or provision is illegal, invalid, or unenforceable, there shall be added automatically as part of the Agreement, a provision as similar in terms as necessary to render such provision legal, valid, and enforceable. The Agreement shall be constructed in accordance with the laws of Washington State without giving effect to its conflict of laws or principles.
• Each party shall be excused from any delay or failure in performance under the Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control.
• Client agrees to retain Company on an exclusive basis at all facilities covered by the Agreement for the term of the Agreement.
• All notices under the Agreement shall be in writing. Unless delivered personally, all notices shall be addressed to the appropriate addresses noted herein, or as otherwise noted in writing in accordance with this provision. Notices shall be effective upon receipt unless mailed by certified or registered mail, in which event notices shall be deemed to have been received as of the third business day after the date of posting.
• Client agrees that Company shall be entitled to include on its invoices and that Client agrees to pay any tax on the services or goods provided under the Agreement, provided that in no event shall Client be obligated to pay any such taxes related to the income of Company. In the event any taxing authority assesses any such tax on the services or goods retroactively, Client agrees to submit such tax payments to Company promptly following written notice thereof by Company. Any provisions that by its nature or terms should survive following a termination or expiration of the Agreement shall survive to give full effect to the intended effect of such provision.

The Shred Terms of Service may be periodically updated, and such updates will be communicated via email, invoices, or through our website. Please reference the below link for the most up-to-date Terms of Service.