Terms & Conditions

1. APPLICATION OF THESE CONDITIONS, DEFINITIONS AND INTERPRETATION

1.1 These Conditions apply to all agreements for the supply of services by Click Waste and supersede any previous terms and conditions. No additions or modifications to our terms inconsistent with these Conditions shall be binding upon Click Waste unless specifically agreed in writing.

1.2 Click Waste may require a credit application from the Customer, and in processing the credit application the Customer consents that Click Waste may make enquiries of credit reference agencies or other sources who may keep a record of Click Waste’s enquiry and that Click Waste may use any information obtained for the purposed of risk assessment, fraud prevention and for occasional debt tracing.

1.3 In these Conditions, the following interpretation and definitions apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

(b) a reference to a party includes its personal representatives, successors or permitted assigns

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) a reference to writing or written includes e-mail but not fax and emails intended for Click Waste must be sent to [email protected]

“Charges” means the total amounts payable for the Service including but not limited to the Daily Rental, Delivery Charge, Charge Per Lift, Charge Per Tonne, Excess Weight Charge and any other charges set out in the Service Plan.

“Click Waste” means 707 Limited trading as Click Waste (Company Number: 04608334) whose registered office is situated at Alexander House, Beacon Hill Business Park, Cafferata Way, Newark, Nottinghamshire NG24 2TN or any of its subsidiary or associated companies that may exist from time to time.

“Collection Frequency” means the frequency at which the Customer will require the collection of the Waste as set out in the Service Plan.

“Container” means the container or containers provided by Click Waste to the Customer into which the Waste can be placed and stored until collection by Click Waste.

“Equipment” means the waste disposal equipment, including but not limited to any Container, hired out by Click Waste, its agents or subcontractors to the Customer.

“Hazardous Waste” means Hazardous Waste as defined in the Hazardous Waste Regulations 2005 or any similar updated or replacement regulations or legislation applicable to this Agreement.

“Relevant Legislation” means all statutes and other legislation, regulation, and/or requirement of any relevant government department, local authority or other public or competent authority, and all guidelines contained in government waste management papers and codes of practice issues by the government for the waste disposal industry and which are relevant to the parties obligated under this Agreement.

“Service” means the provision of Equipment and services as set out in the Service Plan or otherwise agreed in writing between Click Waste and the Customer.

“Site Report” means the report set out at section 3 in the Service Plan.

“Transfer Note” means a controlled waste transfer note (or any other document required for the lawful storage, collection, transportation, and disposal of Waste) completed by the Customer and Click Waste pursuant to the provisions of the Environmental Protection Act 1990 and regulations made thereunder which relates to the Waste covered by this Agreement.

“Vehicle” means any vehicle owned or operated by Click Waste, its agents and subcontractors which visits any Collection Site to deliver, empty, replace or remove the Equipment.

“Waste” means the waste as described in the Service Plan and/or in any then-current Transfer Note applicable to this Agreement.

“Working Day” means any day excluding Saturdays, Sundays, bank holidays and local holidays in England.

2. DURATION

2.1 This Agreement shall commence on the Commencement Date and continue unless terminated in accordance with its terms. The Service will be provided from the Estimated Equipment Delivery Date.

3 CHARGES AND PAYMENT TERM

3.1 Click Waste shall invoice the Customer in respect of the Charges in accordance with points 15 and 16 of Section 2 of the Service Plan.

3.2 All Charges are exclusive of VAT and the Customer shall pay the sums due in respect of VAT in accordance with the relevant invoice. Click Waste will ensure that each invoice for the Service contains adequate details of VAT.

3.3 Without prejudice to Click Waste’s other rights or remedies, Click Waste may suspend provision of the Service under this Agreement or any other contract between the Customer and Click Waste if the Customer fails to pay any amount due under this Agreement on the due date for payment until all arrears have been discharged by the Customer.

3.4 All payments under this Agreement shall be made in full without any set-off or counter-claim whatever and the time of payment shall be of the essence.

3.5 In respect of any sums which are not paid by the due date, Click Waste shall be entitled to charge interest, a fixed sum and its reasonable costs of recovery under the Late Payment of Commercial Debts (Interest) Act 1998.

3.6 Without prejudice to Click Waste’s other rights in respect thereof, if the Customer defaults in payment by the due date of any amount invoiced for the Service, Click Waste shall be entitled to withhold further performance of this agreement until all arrears have been discharged by the Customer.

3.7 The Customer shall not be entitled to dispute any payment made. The Customer agrees that Click Waste’s records will be proof of the Service provided.

3.8 Click Waste shall have the right to increase the Charges at any time to take account of any variation in Click Waste’s costs including (but not limited to) variations in wages, disposal costs, administration costs, cost of materials and Equipment, fuel costs, taxes, duties and costs of compliance with Relevant Legislation.

3.9 Where the Charge Per Lift is based on a Maximum Container Weight, Click Waste may revise the Maximum Container Weight (and consequently and proportionally the Charge Per Lift) at any time if it reasonably believes that the actual average weight per collection is less than or greater than the Maximum Container Weight.

3.10 Click Waste shall endeavour to give the Customer not less than one calendar month’s notice of any variation of the Charges or Maximum Container Weight under clause 3.8 or 3.9, but the Customer shall be liable to pay any increase from the date specified in the notice, whether or not one calendar month’s notice is provided.

3.11 Click Waste agrees to pay to the Customer an amount in respect of any agreed raw materials collected from the Collection Site which are sent to, and processed in, a waste recycling plant (“Recyclate(s)”) and the amount of such payments will be based on the then-current market rate for the type of Recyclate(s). Click Waste reserves the right to cease all payments for Recyclate(s) to the Customer with immediate effect should the market rate of the Recyclate(s) alter substantially.

4 DELIVERY ACCESS UNLOADING AND RETURN

4.1 The Equipment shall be delivered to the Collection Site in the quantity specified in the Service Plan.

4.2 The Customer shall provide suitable access to the Collection Site, a suitable area for siting the Equipment and suitable facility for turning the Vehicle around.

4.3 Any driver of any Vehicle may in their absolute discretion refuse delivery if they believe that access to the Collection Site or turning facilities are unsafe or likely to cause damage to the Vehicle, or if there is any reason to believe the proposed area for siting the Equipment is unsuitable.

4.4 Subject to clause 8.3, the Customer shall be responsible for the safety of any person (including the employees, agents and subcontractors of Click Waste) whilst on the Collection Site and/or the Customer’s premises.

5 PERFORMANCE DATES AND FORCE MAJEURE

5.1 Click Waste and its subcontractors will use reasonable endeavours to meet the Collection Frequency (and collections shall always be made on Working Days unless especially agreed between Click Waste and the Customer) but shall not be liable for late performance or delay in performance of the Service and delays shall not entitle the Customer to rescind this Agreement.

5.2 Without prejudice to the generality of clause 5.1, Click Waste shall have no liability for any delay or default in the provision of the Service caused directly or indirectly by breakdown or unavailability of Equipment or Vehicle(s), inability to obtain labour, or any other cause beyond Click Waste’s reasonable control.

6 CHANGE IN CUSTOMER REQUIREMENTS

6.1 If the Customer’s requirements for the Service at the Collection Site shall at any time change, the Customer shall advise Click Waste and Click Waste shall, subject to clause 6.2, implement such changes as are agreed in writing between the Customer and Click Waste.

6.2 If the Customer relocates to new premises (“New Premises”) and the Service to the Collection Site is no longer required during the term of this Agreement, Click Waste shall, subject to a satisfactory site report, endeavour to provide the Service to the New Premises. Click Waste shall confirm the changes in writing (which, for the avoidance of doubt includes the Charges, which may be changed by Click Waste), and the Customer shall execute such replacement Transfer Notes as may be necessary to give effect to any changes under this clause 6.2. If the site report for the New Premises is not satisfactory the termination provisions at clause 14 will apply.

7 RISK

7.1 Risk of loss of or damage to the Equipment shall pass to the Customer from the time when the Equipment first arrives at the Collection Site and shall remain with the Customer until the Equipment has been removed from the Collection Site, except where the loss or damage arises from the negligence or wilful default of Click Waste, its employees, agents or subcontractors.

8 LIMITATION OF LIABILITY

8.1 These clauses set out the Customer’s rights in respect of any loss or damage caused by the provision of the Service.

8.2 The Equipment shall be deemed to be in good working order and condition and fit for the Customer’s purpose (save for defects not discoverable by a reasonable examination) unless the Customer has formally notified Click Waste of a defect within three Working Days of delivery of the Equipment to the Collection Site.

8.3 Nothing in this Agreement shall limit or exclude Click Waste’s, its agents’, or its subcontractors’ liability for:

(a) death or personal injury to the extent that it results from the negligence of Click Waste, its agents, subcontractors, or employees;

(b) fraud or fraudulent misrepresentation; or

(c) any breach on the part of Click Waste of any condition or warranty as to the title and the quiet possession which may be implied by any Section 2 of the Supply and Goods and Services Act 1982

8.4 Subject to clause 8.3, Click Waste’s, its agents’, and/or its subcontractors’ liability to the Customer shall be limited to an amount equivalent to the amount paid by the Customer for the Services in the 12 months prior to the relevant liability arising.

9 EMPTYING, REPLACEMENT AND REMOVAL OF THE EQUIPMENT

9.1 The Customer shall allow Click Waste, its employees, agents and/or subcontractors access to the Equipment at any time to empty or replace it, and on the termination of this Agreement to remove it from the Collection Site.

9.2 Subject to clause 11.3 and clause 11.4, all Waste deposited in the Equipment shall become the property of Click Waste from the time when Click Waste, its employees, agents or subcontractors empty or reclaim the Equipment.

10 EQUIPMENT

10.1 The Customer will comply with all national legislation, regulations and bye-laws and regulations of local authority or other statutory authority which apply to the Equipment and all waste deposited in, on or around the Equipment.

10.2 The Customer shall take good care of and be responsible for the Equipment while it is at the Collection Site. In particular, the Customer shall not:

(a) overload or overfill the Equipment so that is exceeds the Maximum Container Weight, or

(b) set fire to the contents of the Equipment, or

(c) interfere with the mechanism of the Equipment, or

(d) remove from, obscure, add or attach to the Equipment any painting, sign, writing, lettering or advertising.

10.3 All Equipment provided shall remain the property of Click Waste at all times and the Customer will have no rights in the Equipment other than as set out in this Agreement. The Customer accepts that it is, in relation to the Equipment, a mere bailee. The Equipment must be kept at the Collection Site and may be used only by the Customer and the Customer shall ensure that the Equipment is not used or misused by any third party. The Customer shall have no right of lien over the Equipment.

10.4 The Customer has agreed that the Equipment is suitable to contain and transport the Waste in the quantities specified. Click Waste relies on the Customer’s advice as to the quantity and weight of Waste involved in the provision of the Service.

10.5 If the Customer requires that the Equipment be placed in a position which requires a Vehicle to leave the public highway, the Customer shall:

(a) indemnify and hold Click Waste, its agents and subcontractors harmless against any loss, damage and expenses which Click Waste, its agents and/or subcontractors may thereby incur, whether as a result of damages to the Vehicle, the Equipment, the property of the Customer or any third party, including damage to road margins or pavements;

(b) maintain insurance cover in respect of this indemnity and, at the request of Click Waste, provide a copy of the relevant insurance policy as proof of maintaining such cover.

11 WASTE

11.1 Without prejudice to clause 11.3, the Customer and Click Waste shall each sign a new Transfer Note at any time when there is a change in any of the details set out in section 2 in the Service Plan, or in any previous Transfer Note.

11.2 The Customer warrants that the details relating to the Waste (including, for the avoidance of any doubt, those relating to weight and compactability) contained in the Service Plan, or in any Transfer Note, are or will be true and complete. Click Waste relies on these details in the provision of the Service. Click Waste shall be entitled to take samples of the material placed in the Equipment to satisfy itself that the description is accurate prior to collection and disposal of it. Such right shall under no circumstances relieve the Customer of its obligations to describe the Waste accurately.

11.3 The Customer may not place or cause to be placed in the Equipment any material other than Waste.

11.4 Without prejudice to the generality of the other provisions of this clause 11, Click Waste may, at any time and without giving prior notice, refuse to deal with any material:

(a) which it has reason to believe is toxic, poisonous, explosive, inflammable, or otherwise dangerous; or

(b) the handling of which may cause Click Waste to incur civil or criminal liability; or

(c) which it has reason to believe is or may be Hazardous Waste; or

(d) the disposal of which might involve Click Waste any additional expense or any work extra to that which Click Waste would reasonably have expected if the Waste was as stated in the Service Plan or in the then-current Transfer Note.

12 NAME PLATES

12.1 The Customer shall not remove, deface, or conceal any name plate or mark indicating that the Equipment is the property of Click Waste, its agents or subcontractors.

13 CUSTOMER INDEMNITY

The Customer shall indemnify Click Waste in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Click Waste arising out of or in connection with:

13.1  the Waste;

13.2  loss of or damage to the Equipment other than fair wear and tear;

13.3 subject to clause 8, injury, demands, actions, costs, charges, expenses or liability to any persons or property arising from:

(a) any act omission or negligence of the Customer, its agents or employees and/or

(b) the provision of the Service.

14 TERMINATION

14.1 Either party may terminate this Agreement by giving at least 30 days’ notice in writing at any time.

14.2 If the Customer terminates this Agreement, the Charges will be payable until the end of the notice period.

14.3 In the event the Customer terminates this Agreement without providing notice in accordance with clause 14.1, the Customer must, in addition to the Charges referred to in clause 14.2, pay all costs incurred by Click Waste due to the failure to provide the appropriate notice, including but not limited to the costs of removing any and/or all Equipment.

14.4 Without limiting its other rights or remedies, Click Waste may terminate this Agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of this Agreement and either that breach is not remediable or (if such a breach is remediable) the Customer fails to remedy that breach within 21 days of being notified in writing to do so; or

(b) the Customer fails to pay any amount due under this Agreement on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so; or

(c) the Customer’s financial position deteriorates to such an extent that in Click Waste’s opinion the Customer’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or

(d) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.5 Any provision of this Agreement which, expressly or by implication, is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect after termination or expiry of this Agreement. Termination of this Agreement shall be without prejudice to any rights or liabilities of either party which may have accrued as at the date of termination or expiry.

15 AMENDMENT

15.1 Click Waste reserves the right to amend this Agreement as it considers necessary to comply with any national legislation, regulations, by-laws and regulations of any relevant local authority or other statutory authority governing the collection, transport and disposal of Waste and will notify the Customer of any such amendment as soon as practicable.

16 NOTICES

16.1 Any proposal, acceptance, Agreement, authority, permission or notice referred to in this Agreement shall be:

(a) in writing; and

(b) given to the party for whom it is intended at the address for that party as set out in this Agreement, or such address as is notified to the other party for that purpose; and

(c) given by post or e-mail; and

(d) deemed to have been received at noon two Working Days after the date of posting, or on the Working Day after the date of the e-mail having been sent.

17 ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

18 GOVERNING LAW

18.1 This Agreement shall be governed and construed in accordance with the Laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

19 GENERAL PROVISIONS

19.1 No time indulgence or relaxation on the part of Click Waste shown or granted in respect of any of the provision of this Agreement shall in any way affect diminish restrict or prejudice the rights or powers of Click Waste under this Agreement or operate as or be a waiver of any breach by the Customer of any of the terms in this Agreement.

19.2 Click Waste may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent

19.3 The rights and obligations of the Customer under this Agreement shall be personal and shall not be assignable without the express written consent of Click Waste.

19.4 The Contract (Rights of Third Parties) Act 1999 shall not apply to this Agreement.