Client Service and Payment Terms
These terms set out the service and payment requirements of The Records Company, Inc. (“TRC”) for business clients. They become effective when accepted by an authorized representative of the client. A separately signed agreement controls where it expressly conflicts with these terms.
Service Authorization
The client authorizes TRC to perform the record retrieval services requested by the client and its authorized account users. The client is responsible for providing accurate request information and the authorizations or other legal authority necessary to obtain the requested records. TRC may act only within the authority lawfully provided.
The client must promptly respond to requests for corrected information, additional authorizations, or other information needed to complete an authorized request.
Fees and Provider Costs
The client agrees to pay the pricing applicable to each request and any charges for additional authorized services. These may include research, request modifications, retrieval, copying, processing, delivery, and related services.
Provider, custodian, and third-party platform charges are additional to TRC’s service fees unless expressly included in the agreed pricing. The client is responsible for costs incurred under authorized requests that TRC advances on its behalf.
Applicable TRC fees may remain payable when a provider reports that no records exist, where those fees apply under the accepted terms and the authorized work was performed. A provider’s inability to produce records does not automatically eliminate charges for services already performed.
Automatic Payment Requirement
TRC requires AutoPay enrollment and a valid payment card on file as conditions of using its services. Clients must maintain current billing information and an active, authorized payment method throughout the service relationship.
AutoPay enrollment requires the cardholder’s or authorized card user’s express consent to storing the payment credential and processing charges under these terms in U.S. dollars. Charges are calculated using the pricing applicable to each request, authorized services performed, provider costs incurred under authorized requests, and any credits.
Once AutoPay is authorized, TRC processes charges as they are reconciled and invoiced without additional approval of each invoice. TRC provides an itemized invoice at or before processing payment. Invoices are due upon receipt unless otherwise agreed in writing.
Clients may replace their payment card, but a valid replacement and payment authorization must be provided before services will continue.
TRC does not offer routine manual billing or extended payment terms unless expressly agreed in writing, subject to applicable law and payment-network requirements.
Delayed Charges and Reconciliation
Provider invoices and other authorized costs may arrive after records are delivered or a request is canceled, closed, or transferred. Those events do not establish that all related costs have been received or billed.
TRC may issue supplemental invoices after reconciling later-arriving costs or identifying authorized services not previously billed. The pricing applicable to the original request or separately authorized service will govern.
The client remains responsible for amounts owed after ending its relationship with TRC. Completion of a broader account reconciliation is not a condition of payment for other invoiced amounts already due.
Material Breach of Payment Terms
Maintaining AutoPay enrollment and a valid, authorized payment card is a material condition of continued service. Failure to maintain these payment arrangements while requesting or receiving services constitutes a material breach of these terms, except where otherwise permitted by the parties’ agreement or applicable law.
Upon such breach, TRC may immediately suspend or terminate services and restrict or suspend portal access, subject to applicable law and existing contractual obligations.
TRC will honor a valid withdrawal of payment authorization as required. Such withdrawal does not eliminate amounts owed or prevent TRC from pursuing available contractual and collection remedies.
Suspension and Termination for Invalid Payment Method
If the client fails to maintain a valid, authorized payment card on file, including where a card is removed, expires, is blocked or declined, or its authorization is withdrawn, TRC may immediately suspend or terminate services and restrict or suspend access to the client portal, subject to applicable law and existing contractual obligations.
TRC will provide written notice of the action and any requirements for reinstatement.
Suspension or termination does not eliminate responsibility for amounts owed. During a portal suspension, clients may obtain invoices, payment information, and any records access required by law or existing contractual obligations by contacting legal@therecordsco.com.
Payment Failures
For declined payments or overdue invoices, TRC will provide written notice and at least seven calendar days to resolve the unpaid amount through an available lawful payment method, or a longer period where required.
Accepting an alternative payment to resolve a balance does not reinstate services or establish manual billing for future requests. TRC may require restoration of an active card and valid AutoPay authorization before accepting additional work.
Preferred Pricing
Preferred pricing is conditional on maintaining AutoPay and timely payment. Following suspension for failure to meet these conditions, or termination of services, TRC may end preferred pricing by written notice.
New standard retrieval requests subsequently accepted by TRC will be charged at $75 per request, plus applicable provider costs and any charges for additional authorized services, unless otherwise agreed in writing.
Previously accepted requests will not be repriced. Restoring a payment card does not automatically restore prior discounts. Reinstatement of services and preferred pricing requires TRC’s written confirmation.
Interest on Overdue Balances
If an overdue invoice remains unpaid seven calendar days after written notice, or after any longer period required by applicable law or payment-network rules, the unpaid principal may accrue simple interest at 8% per year or the maximum rate permitted by applicable law, whichever is lower.
Interest begins after that deadline, does not compound, and is not assessed on interest or administrative fees. Interest will be separately itemized and will not be included in automatic card transactions where prohibited by payment-network or processor rules.
Administrative Costs
Where permitted by law, TRC may recover reasonable, documented, incremental administrative costs actually incurred in addressing delinquency after the payment deadline stated in the written notice, capped at $25 once per account delinquency episode.
This fee is not multiplied by the number of requests or invoices and will not duplicate compensation for the same expense. Administrative fees will be separately itemized and collected only through methods permitted by applicable law and payment-network rules.
Interest and Fee Limits
Interest and other charges will be assessed only where permitted by applicable law. Any fee legally treated as interest will be included when calculating the applicable interest limit. Combined charges will not exceed applicable legal limits.
Any amount collected above a lawful limit will be refunded or credited, as required.
Termination and Continuing Responsibility
Ending services, changing vendors, moving retrieval in-house, closing an account, or removing a card does not eliminate responsibility for authorized services and costs incurred before termination, including amounts invoiced afterward.
The client remains responsible for authorized costs that cannot reasonably be canceled and that arise from requests placed before termination, subject to the applicable request terms. TRC will take reasonable steps to discontinue further work and avoid unnecessary additional costs after receiving a valid cancellation or termination notice.
Withdrawal of AutoPay Authorization
The cardholder may withdraw AutoPay authorization by written notice to legal@therecordsco.com. TRC will honor the withdrawal and stop future automatic charges as required.
Withdrawal ends the authority to make future automatic charges. It does not cancel the underlying payment obligation or establish a right to continued services under manual billing or alternative payment terms.
The client remains responsible for arranging lawful payment of invoices, including supplemental invoices for previously authorized services and costs. TRC retains its rights to invoice, demand payment, and pursue available collection remedies under the accepted terms.
Billing Questions and Corrections
Clients should promptly report specific billing concerns to legal@therecordsco.com, identifying the invoice or request number and the reason for the concern.
TRC will investigate and correct confirmed errors through an appropriate credit or refund, including associated interest or administrative fees. Amounts not affected by a billing dispute remain payable when due.
Nothing in these terms limits applicable legal or card-network dispute rights.
Collection of Outstanding Balances
If a balance remains unpaid after the payment deadline stated in TRC’s written notice, TRC may refer the overdue balance to counsel or a collection agency and pursue available legal remedies.
TRC may seek reasonable collection expenses, court costs, and attorney fees only to the extent recoverable under the parties’ agreement and applicable law. TRC will not impose an automatic collection percentage or recover the same expense more than once.
Governing Law and Nationwide Application
These terms are governed by Ohio law, except where applicable conflict-of-law rules require another jurisdiction’s law to apply.
Nothing in these terms waives any protection or restriction that applicable law does not permit the parties to waive. TRC’s interest, administrative fees, collection remedies, suspension rights, and payment procedures remain subject to applicable federal and state law and payment-network requirements.
Changes and Acceptance
TRC will provide notice of changes to these terms and obtain further acceptance where required. New pricing and fees will not be imposed retroactively on previously accepted requests.
Acceptance must be provided by a representative authorized to bind the client organization. TRC will retain a record of the accepted terms and the date of acceptance. Publication of these terms on TRC’s website does not, by itself, constitute client acceptance or authorization to charge a payment card.
Payment obligations arising under accepted terms survive termination until satisfied, subject to applicable law.