Balthorne – Safe Deposit Centres

Definitions
- The Company means:
- The Licensee means:
- Registered User(s) means:
- Box means:
- The Contents means:
- The Licence means:
- The Branch means the location of the site at which the Box is located
- The Insured Liability Limit means
- The Deposit means
Exclusions
1. The conditions contain exclusion clauses limiting the liability of the Company. To the extent that by law such conditions are required to be fair and/or reasonable, the Licensee irrevocably agrees that these conditions comply with these requirements. If any condition is held to be nevertheless unfair or unreasonable but would, if amended or restricted, comply with such requirements, the same shall be deemed to be so amended or restricted so as to make the same thereby enforceable
2. Nothing in these conditions shall be deemed to restrict or avoid any liability in law which the Company may have for damages for death and/or personal injury
Period
1. The said licence shall automatically continue in full effect after the expiry of the said period unless terminated by the Licensee in writing, for a period equal to the initial period and continue thereafter until terminated in writing by the Licensee; provided that such termination shall take place on or before but not later than seven days after the expiry of the said period
2. If after 7 days following the termination by the Licensee, the keys have not been returned to the Company, the Licensee shall become liable for the rental as if the licence had not been terminated until such time as the keys are returned to the Company
3. The Company, at its sole discretion, reserves the right to terminate the licence agreement at any time after the expiry of the initial period
Licensee
1. The Licensee may be a corporation, an unincorporated body or natural person, or a joint Licensee comprising any combination of 2 or more thereof
2. In the case of a joint Licensee, the liabilities of the Licensee shall be the joint and several liabilities of the corporation, natural persons (including partners and/or proprietors of incorporated bodies) comprising the same. In the case of the Licensee comprising only an unincorporated body, its obligation shall be the joint and several liabilities of its partners and/or proprietors
3. The Company shall not be deemed to have actual, implied or constructive notice of the relationship between joint Licensees or between the Licensee and a registered user and the Company shall have no liability for any breach of such relationship
User Status
1. A corporation or unincorporated body is entitled to access the box only by one or more registered users and a natural person may gain access either in person or by one or more registered users
2. The appointment or removal of a registered user by a corporation shall be evidenced by a duly certified copy of a board resolution and the appointment or removal of a registered user by an unincorporated body shall be under the respective hands of all the partners or proprietors thereof or, if more than 4, by the first 4 thereof. The appointment or removal of a registered user by a Licensee who is a natural person shall be under the hand of such Licensee. The appointment or removal of a registered user by joint Licensees shall in respect of any party comprising such joint Licensee comply with the requirements of this paragraph 5
3. Any one joint Licencee may remove the other joint Licencee(s) as a Licensee or Registered User.
4. A registered user may not be a minor or undischarged bankrupt or a person under a legal disability.
5. The authority of a registered user shall not vest in his or her personal representatives or trustee in bankruptcy or receiver unless such registered user is also a Licensee and then only in accordance with the subsequent provisions hereof
The Keys
1. The Licensee will be supplied by the Company with the number of keys specified in the contract particulars of which the Licensee acknowledges receiving
2. The Company will, during opening hours, permit access to the box by a registered user in possession of a key relevant to the box and whose identity has been verified by the Company’s access control procedures
3. It shall be the absolute responsibility of the Licensee to ensure that a key shall not come into the possession of any person other than a registered user
4. The box, any inserts and the keys shall remain the property of the Company and (without limit of the generality) the Licensee is permitted access to and the right to open the box only for the purpose of gaining access to the licensed airspace and the contents thereof
5. The Company shall not retain a key to the box and (other than by forcible entry) access to the airspace therein will be possible only with the key(s) provided to the Licensee. The Licensee will be alone responsible for any loss or damage sustained in consequence of the box being left unlocked after access thereto has been given to any person producing a key
6. The Licensee shall not make or permit to be made any duplicate or copy of any key. The Licensee shall notify the Company in writing of the loss of a key and shall pay to Company it’s charge for drilling open the Box and replacing the lock and keys. The Licensee shall pay the Company in full the cost of replacing the lock(s) of the box and the supply to the Licensee of new keys thereof. The Licensee shall be responsible for any loss of whatsoever nature arising from lost keys
7. Upon the signing of this contract the Licensee shall pay to the Company the deposit which may be applied by the Company in or towards satisfaction of any liability of the Licensee to the Company whether pursuant to sub-paragraph 6.6 or in respect of unpaid licence fees or otherwise howsoever owed, and to the extent not so applied, shall be refunded or accounted for by the Company to the Licensee with 3030 days after the termination of the License Agreement provided that all keys issued to the Licensee for the Box have been returned to the Company
User Access
1. If the Company considers, in its absolute discretion, that any person producing a key and requesting access to the box may not be a registered user, the Company may refuse such access to the box until evidence of identity satisfactory to the Company shall be produced. The Company shall have no liability for any loss or damage suffered by the Licensee as a result of delayed access to the box resulting from any bona fide doubt of the Company as to the identity of the person requesting such access or as to any evidence of such identity which may be produced to the Company
2. Notwithstanding paragraph 7.1 of this condition and subject to the other provisions of these conditions, it shall not be the responsibility of the Company to be aware of the identity of the registered user or of any person producing a key and requesting access to the box. The Company shall have no liability for any loss or damage resulting from access to the box being given to any person producing a key purporting to be a registered user whether or not the Company is acting negligently providing only that the Company has acted bona fide.
3. The Company may, in its absolute discretion, refuse access to a box by a Licensee and/or Registered User, if the Company believes that there are adequate reasons for such access refusal. Such reasons shall include but not be limited to, suspicious or unusual behaviour.
4. The Company shall not be liable for any loss or damage which the Licensee and/or any registered user may suffer if the Company has been instructed by a regulatory and/or statutory body to prevent access to the box
Authorised Access

The Company shall be entitled to permit access to the box and the removal of all or any of its contents by an authorised person being for the purpose of this condition, any of the following:
1. A liquidator or receiver of an incorporated Licensee;
2. A receiver of the whole or substantially of the whole of the assets and undertaking of an incorporated Licensee;
3. In relation to a Licensee who is a natural person, a trustee in bankruptcy, a receiver appointed by the court of protection or pursuant to the mental health guide legislation , a personal representative pursuant to a grant of probate or administration or (without limit to the generality) any other person who is lawfully entitled and authorised to have authority over the affairs of such Licensee;
4. An officer of the court or other officer or person duly authorised by a court of competent jurisdiction;
provided always;-
1. An attorney appointed under a Power of Attorney shall not be an authorised person for the purpose of this condition
2. An authorised person pursuant to this condition shall be given access notwithstanding that such person represents only one of the joint Licensees
3. An authorised person shall not include a person purporting to represent (as a purported authorised person) a registered user or a director or shareholder of a corporate Licensee or a partner or proprietor of an unincorporated Licensee, unless such person is also personally a Licensee
4. The Company shall be entitled to require such evidence or confirmation (by way of statutory declaration or Court Order) as it may reasonably require of the due authority of an authorised person
5. Subject to those conditions, the Company shall have no liability to any person (whether a Licensee or otherwise) arising out of the implementation of this condition
6. The Company shall be indemnified by the Licensee on a full indemnity basis against all costs and expenses incurred by the Company (including the obtaining of professional advice and the presence as authorising witness of the Company’s solicitor or other professional representatives) directly or indirectly as a result of the implementation of this clause and the Company may require to be reimbursed such costs and expenses or adequately secured against the same before permitting access to the box by an authorised person
Contents
1. The Company shall not be a bailee or trustee of the contents nor shall the contents be deemed to be within its possession, control or power or knowledge save that the Company shall have the right to open the box and take possession of or otherwise deal with the contents only as provided in these conditions
2. The Company shall not, in any circumstances whatsoever, have actual implied or constructive notice of the contents or of their value
3. The Company shall not, in any circumstances, be deemed to have actual implied or constructive knowledge of the consequential loss or damage which would or might result from the loss or destruction or damage to the contents or any part of the contents and the Company shall have no liability in respect thereof
4. No attempt or purported attempt by the Licensee or any registered user or any other person to fix the Company with knowledge of the contents or of any direct or indirect or consequential loss which would or might result from the loss or destruction of or damage thereto, shall be effective or limit or affect the terms of these conditions save as expressly agreed in writing by the Company
5. The Licensee shall be liable to the Company for any damage caused by the Licensee and/or Registered User to the box itself, the insert or the surrounding areas of the box
Prohibited Contents
- The Licensee shall ensure that the contents do not include any actually or potentially explosive, corrosive, flammable, noxious, dangerous or illegal substance, and that the airspace therein shall not contain any unlawful object or substance or be used for any unlawful purpose. It shall be the responsibility of the Licensee(s) to ensure that any Registered User complies with this clause
Security
- It shall be the obligation of the Company to provide and maintain at the safe deposit vaults wherein the box is contained proper and adequate security arrangements consistent with the nature of the Company’s business and the services which it offers
Losses and Insurance
1. Any liability of the Company to the Licensee hereunder, howsoever arising, shall in no circumstances exceed the amount of the annual Licence fee paid by the Licensee (or if rented for a lesser period, the licence fee paid for that lesser period)
2. The Company shall in no circumstances have any liability for indirect or consequential loss
Insurance Option
1. This paragraph applies only if the Licensee has accepted the Insurance Option. The Licensee shall be deemed to have accepted the Insurance Option if the Insured Liability Limit on the contract is greater than zero and the relevant insurance charge paid to the Company. In that event, the following provisions of this Condition 13 shall apply
2. The Company shall take out and maintain a contract of insurance providing cover to the Company for the contents to the value stated in the Insured Liability Limit and for the purposes of such insurance cover, the replacement value of the contents shall be the Insured Liability Limit specified in the contract particulars
3. The summary of terms of the said insurance are available, on request, for inspection by the Licensee who is deemed to have full knowledge thereof and to have agreed to the term
4. If loss or damage occurs to the contents as a result of any matter which may result in a claim under such insurance cover, the Company shall notify the insurer promptly of the claim and in any event within 7 business days of receipt from the Licensee of a written direction to notify a claim. For the purpose of processing any such claim the Licensee shall provide the Company, the insurer or any agent of the insurer appointed to investigate such claim with such information and assistance as may reasonably be required in relation to the claim. The Company will also provide to the Licensee, the insurer or any agent of the insurer appointed to investigate the claim, with such information and assistance in relation to such claim as may reasonably be required. In addition, the Company shall send to the Licensee a copy of all correspondence with the insurer or any agent of the insurer relating to the claim (including the notification). While the Company will, in accordance with the previous provisions of this paragraph, notify claims to the insurer, the Company is not under any circumstances obliged to start or threaten to start any legal proceedings in relation to any such claim (unless specifically agreed with the Licensee in writing)
5. In the event that the Company makes a claim under such insurance cover in respect of damage or loss caused to the contents, the Company shall pay or arrange for payment to the Licensee that part of any proceeds of such claim made by the Company which relates to such damage or loss to the contents after the deduction of any outstanding sums due to the Company from the Licensee. For the avoidance of doubt, the Licensee acknowledges that the Company’s liability in respect of any claim under such insurance cover is restricted to the payment to the Licensee of those sums which the Company recovers from the insurer which relates to the contents
6. The Company does not give any advice concerning the insurance cover referred to in paragraph 13 and it is for the Licensee to make the Licensee’s own judgement whether such insurance is appropriate or adequate to cover the contents and risks to them
7. If this paragraph 13 applies then any liability of the Company to the Licensee of the kind referred to in paragraph 12 shall be reduced to the extent that the Licensee receives any sum from the Company pursuant to paragraph 13 IV
8. Nothing in this paragraph 13 shall make the Company the Licensee’s agent
Claims

Any claim by the Licensee against the Company shall be made only in accordance with the following procedure:
1. Any loss or damage shall be reported to the Company in writing as soon as reasonably possible after the discovery
2. The Licensee shall then provide the Company to the Company’s satisfaction with full details in writing of the loss or damage and substantiate any claim within 30 days of such purported loss or damage
Indemnity
1. The Licensee hereby indemnifies the Company against any claims, costs, expenses and outgoings of whatsoever nature and on a full indemnity basis arising directly or indirectly from any breach by the Licensee of its obligations hereunder including (without limit to the generality thereof) any wrongful act or omission of any person (whether or not a registered user) who by production of a key provided to the Licensee gains access to the premises
The Company shall have no liability to the Licensee arising out of any loss or damage sustained by the Licensee (save to the extent covered by the said insurance) arising out of the wrongful act or omission of any Licensee or the registered user of any other such Licensee
Payment
1. Payment is due on or before the Commencement of the Period of Licence and any renewal thereof
2. Interest shall be charged on all sums due to the Company arising out of this contract at the statutory rate plus 2% per month not paid within 30 days of the due date
3. If payment is not made in full within fifteen days of the due date, the Company shall, at its sole discretion, be entitled charge a Late Payment Fee and/or to terminate the contract.
4. In the event of the Company terminating the contract, any amount owing by the Licensee shall remain due and payable notwithstanding the termination of the contract
Termination
1. The Company shall be entitled by notice in writing forthwith to terminate the licence if the Licensee;-
2. If the Licensee is terminated under the provisions of this clause the Company may by notice in writing arrange for the Box to be drilled open and forthwith take possession of the contents and exercise thereover a first and paramount lien in respect of all monies due from the Licensee to the Company hereunder
3. No delay or failure by the Company in exercising its rights hereunder shall operate as a waiver or limitation of such rights
Termination Procedure

Within 7 days after the termination of the license by whatsoever means or for whatsoever reason:-
1. The Licensee shall deliver to the Company all keys supplied by the Company to the Licensee
2. Save to the extent that the Company is entitled to and does in fact exercise its lien over the same, the Licensee shall remove the contents of the box .
3. If after 30 days the keys have not been returned to the Company, the Company, at its sole discretion, shall have the right to drill open the box to open it and to sell and/or dispose of the contents as the company deems fit in order to recover all amounts due by the Licensee to the company. Licensee agrees to indemnify the Company for all costs and expenses incurred directly or indirectly in having to drill the said box
4. In the event of the Box being drilled open under Clause 17 and Clause 18, the Licensee shall be liable for the costs of the drilling and the replacement of the lock(s) and keys
Opening Hours
1. The premises shall be open for access to the box by the Licensee or a registered user for periods aggregating not less than 24 hours in every consecutive seven-day period and notice of such opening hours shall from time to time be provided by the Company to the Licensee
2. The Company reserves the right to alter its opening hours from time to time and will give as much notice as is practicable of such changed hours of opening
Notices

Any notice required or permitted to be given under these conditions or under the contract shall be given in writing by email, or posted by ordinary pre-paid post or delivered to the addressee at the addressee’s last known address and shall deemed to have been received 48 hours after such delivery or posting
Jurisdiction

This agreement and these conditions shall be construed and enforced in accordance with English law for which purpose the parties hereto submit to the non-exclusive jurisdiction of the English courts.

Conditions of Licence

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