Terms & Conditions

Customer Service Agreement V9.1

Terms and conditions
1 Definitions and Interpretations:
1.1 In this Agreement the following words and expressions shall have the following meanings:-
“Agreement” means the Form of Agreement for the Collection of Waste signed by the Parties
together with these Terms and Conditions;
“Container” means the bins or bags supplied to the Customer by WOW as part of this agreement.
“Bundle” means a tied bundle of cardboard, or a box of cardboard, which weighs no more than 15
kilograms and is not to large in size for one person to lift comfortably.
“Charges” means the charges described in clause 10 and where applicable includes the separate
and/or combined charges for the hire and provision of a Container;
“Customer” means the legal person to who WOW provides Services under this Agreement and
referred to on the Form of Agreement;
“Form of Agreement” means the Form of Agreement signed by the Parties containing details of this
Agreement and the Services
“Hazardous Waste” means the hazardous waste referred to in clause 5;
“Initial Period” means the period commencing on the Start Date and ending the anniversary of the
Start Date or as otherwise notified by WOW in writing;
“Location of Transfer” means the collection address referred to in the Form of Agreement;
“Services” means the services set out in clause 3 and in the Form of Agreement;
“Start Date” means the last date that all of the following conditions have been fulfilled; i) the Parties
signing this Agreement and ii) the parties signing the Waste Transfer Note (WTN);
“Unit” means one Container or Bundle of cardboard.
“Waste Material” means the Customer’s waste material complying with the description contained
within the Waste Transfer Note (WTN) and the terms of this Agreement;
“Waste Transfer Note” means the waste transfer note referred to in clause 4 and signed by the
Parties from time to time;
“WOW” means War On Waste which is a trading name of Business Toolbox Ltd.
2 Period of the Agreement
2.1 This Agreement shall commence on the Start Date and shall remain in operation for the Initial
Period and unless stated otherwise in the Form of Agreement and shall be renewed automatically
thereafter for successive one year terms (the ‘Renewal Period’) The Initial Period plus any Renewal
Period shall be the Agreement Period.
3 Services Provision
3.1 WOW agrees to provide to the Customer the waste collection service at the Location of Transfer
in accordance with this Agreement making collections on the days, at the frequency, places and for
the amounts specified in the Agreement.
3.2 The provision of the Services may be varied by WOW during Bank Holidays, other holidays,
during emergency or to meet other operational requirements including inclement weather or in other
circumstances outside the control of WOW. WOW do not undertake to provide an alternative
collection that week. Wherever possible WOW will endeavour to notify the Customer in advance.
Any such variation will be without liability to WOW however WOW will endeavour to make
arrangements for any uncollected Waste Material to be collected. The Customer agrees to assist
WOW in its attempts to make alternative arrangements for the collection of the Waste Material and
the Customer acknowledges that circumstances may dictate that an alternative method of storage of
Waste Material may need to be undertaken by the Customer in the interim at their own risk and cost
such as by the use of sealed Containers.
3.3 WOW reserves the right to make operational changes as it deems necessary during the
Agreement Period to ensure that the Services are provided to all customers in an efficient and costeffective
manner. The Customer will be notified of such operational changes, if not in advance, as
soon as is reasonably possible. In such circumstances the Customer shall be at liberty to determine
this Agreement early upon giving to WOW 14 days notice in writing.
3.4 No later than the Start Date and thereafter throughout the Agreement Period the Customer shall
have obtained and thereafter maintain a Waste Transfer Note (WTN) for the purposes of all Waste
Material collected under this Agreement.
3.5 Subject to the Customer obtaining and maintaining a WTN throughout the Agreement Period as
stated in Condition 3.5 the Services shall commence on the Start Date and continue thereafter
subject to and in accordance with the terms of this Agreement.
3.6 Should WOW fail to provide the Services on any day scheduled for the collection of the waste the
Customer shall be under a duty to notify WOW within one working day of the said failure to collect.
Notice by the Customer shall be communicated to WOW by the soonest most practicable means. An
alternative or subsequent collection of the uncollected Waste Material will be arranged as soon as is
practicable.
4 Duty of Care and Waste Transfer Note (WTN)
4.1 The Environmental Protection Act 1990 places a Duty of Care on the producer of waste. It is for
the customer to comply with the various laws pertaining to waste. The law requires that Waste
Producers take all reasonable steps to ensure that waste is managed in an authorised manner. The
Waste Producer must ensure the waste is properly contained and does not escape from their control
and is only transferred to an authorised person with a written description of the waste on a WTN.
4.2 The Customer warrants that the WTN contains an accurate and adequate description of the
nature and characteristics of the Waste Material and that WOW is advised at all times of the
composition of the Waste Material prior to collection. The Customer must complete, sign and return
the Duty of Care WTN before collections can commence. The WTN signed by WOW will be
issued on receipt of payment and will be valid only for period for which payment has been received.
4.3 The written description of the Waste Material in the WTN must contain sufficient information to
enable safe and legal handling, recovery or disposal. It must also contain reference to the
appropriate six-digit code in the European Waste Catalogue. The WTN must also show the quantity
of the Waste Material and how it is contained.
4.4 On the WOW recycling service each bag collected by WOW must contain only one type of waste.
paper, or cardboard, or polythene, or steel/aluminium cans and soft plastics. Customers who mix
waste in a bag will receive one warning, after which, a mixed bag will be charged as two units.
4.5 Waste Material for collection through this Agreement shall not include any liquids, or any material
which is toxic, corrosive, flammable, explosive or hazardous.
4.6 Where there are regular collections of the Waste Material and the description remains unchanged
WTN’s can be valid for one year.
4.7 The signed copy of the WTN must be kept by the Customer for 2 years from the last collection
stated in the WTN and must be shown, on request to an authorised person.
5 Hazardous Waste
5.1 The Waste Material collected through this Agreement must not contain hazardous waste
(‘Hazardous Waste’) as defined below.
5.2 Hazardous Waste must be managed in accordance with the Hazardous Waste Regulations
introduced in 2005. The inclusion of Hazardous Waste with the Waste Material collected through this
Agreement is prohibited and illegal.
5.3 Wastes that contain hazardous properties harmful to human health or the environment are
identified in the European Waste Catalogue available on the Environment Agency Web site.
Examples of waste considered hazardous include:
Asbestos; Lead acid batteries; Cathode Ray Tube TV’s and Computer Monitors; Fridges and
Freezers; Fluorescent light tubes; Chemical wastes; Pesticides; Oily sludge’s, Clinical waste.
6 Animal By-Products
6.1 The Waste Material collected must not contain raw or unprocessed animal wastes including meat,
fish, or eggs.
7 Storage and Collection
7.1 On the day of collection Containers should be placed either, on the pavement, or in a safe and
secure position for convenient collection as agreed with WOW. In addition to the prohibition of
Animal by-products and Hazardous Waste and other forms of waste referred to in Conditions 3, 4 and
5 the Customer must not dispose of waste that constitutes or is likely to constitute a health and safety
risk to any persons emptying or collecting or disposing of the waste or emptying the Container. The
Customer shall bear all the risks involved in the siting, storage and use of the Containers and Waste
Material.
7.2 All Containers must be sealed to ensure no spillage on the public highway.
7.3 The Customer must not overload Containers either in terms of volume or weight (bags max 20
kgs) nor load the Containers in a manner, which makes emptying unsafe. The Services will not be
undertaken, or the units will be charged at double rate, if in the reasonable opinion of WOW the
Container has been left in any way described in this Condition.
7.4 The Customer shall ensure that the Waste Material intended for collection by WOW is deposited
in the Containers as agreed with WOW and is not deposited, stored or kept outside other than in
such Containers.
7.5 The Customer shall provide safe and unobstructed access to the Containers on the day of
collection. If access to the Waste Material continues to be obstructed WOW reserves the right to
charge for any additional collection cost or to terminate the Agreement.
7.6 WOW shall not be held liable for any damage to access ways, road surfaces, parking areas,
footways kerbs etc belonging to the Customer or third parties resulting from the weight or size of the
waste collection vehicles. Details of the size and weight of the vehicle used can be obtained from
WOW upon written request.
7.7 WOW will not be liable to any Third Party as a result of personal injury or damage to property
following unauthorised movement of the container/bin by third parties outside of WOW’s control or
acting without our permission.
7.8 In respect of containers placed on the public highway – the following applies.
7.8.1 Customers warrant with respect each container ordered to be placed other than on
private property:
(i) that the permission of Highway Authority has been duly obtained under Section 31
Highways Act 1971
(ii) that the said permission will be kept in force by the exclusion or renewal as necessary until
either the container is removed or until the expiry of three working days notice is given to us to
remove the container.
(iii) that they will ensure the observation and performance at all times of all the conditions
subject to which the aforesaid permission is granted and in particular will ENSURE THAT THE
CONTAINER IS PROPERLY LIGHTED THROUGHOUT THE HOURS OF DARKNESS.
(iv) that they will not remove the container from the place where it is deposited without first
obtaining both the written permission of the Highway Authority and ourselves and
(v) that they will ensure that at the time when collection is required there is a clear space at
one end of the container of no less than thirty feet to enable the lorry necessary access to
affect the collection and removal.
7.8.2 The customer further warrants as a term of this contract that he or a responsible officer
in his firm or company/organization has read or had explained to him and fully understands all
the conditions subject to which the Highway Authority’s permission has been granted and
undertakes that he will secure that all the conditions so specified shall be compiled with and in
particular THAT THE CONTAINER IS PROPERLY LIGHTED DURINGTHE HOURS OF
DARKNESS.
7.8.3 Unless specifically otherwise agreed customers shall themselves provide three marker
cones by day and three marker cones plus six red lights during the hours of darkness on the
container as required by the Highways Act 1971, if the same is placed on the Public Highway
(including grass verges and footpaths or pavements) or anywhere else where damage to
properly or injury to third parties is foreseeable. They should also ensure the safe loading of
materials into the containers.
7.9 This Agreement does not give authority to deposit any waste on the public highway in advance of
collection. Containers of waste may remain on the public highway for a period not exceeding 2
hours. Any violation of the laws pertaining to waste on the public highway remains the Customer’s
responsibility.
7.10 The Customer warrants that it has absolute title to the Waste Material and has a right to deposit
the Waste Material in the Container(s) or make it available for collection and disposal.
7.11 The Customer acknowledges that WOW shall acquire full title to the Waste Material when it is
loaded into WOW’s collection vehicle.
7.12 The Customer hereby gives the irrevocable right and licence to enter the Location of Transfer or
wherever premises the Containers are kept at any time with or without vehicles and with or without
notice for the purposes of assessing and/or removing the Container(s).
8 Compliance with the Legislation and Guidance
8.1 WOW and the Customer shall comply with all legislation and officially recognised guidance and
codes of practice relating to the Services including the Environmental Protection Act 1990 and the
Control of Pollution Act 1974. If WOW breach their duties as a result of the customer failing to
comply with their duties WOW will not be liable for any loss caused.
9 Charges
9.1 Collection charges including any variations (the ‘Charges’) for the Services shall be determined
by WOW from time to time. The Charges are likely to be set on annual basis from the 1st April each
year. WOW reserves the right to determine Charges at any time.
9.2 The Charges payable shall be those calculated in accordance with the rates set by WOW
throughout the Agreement Period. The Charges are exclusive of any applicable Value Added Tax
which the Customer shall also be liable to pay to WOW.
9.3 WOW reserves the right to vary the Charges payable by the Customer during the Agreement
Period (for example changes to overheads such as fuel, value added tax and landfill tax) and notice
will be given to the Customer as soon as possible prior to the implementation of any variation to the
Charges. In such circumstances the Customer shall be at liberty to determine this Agreement early
upon giving to WOW 14 days notice in writing. The Customer shall pay any additional Charges
arising from a variation under this Condition within 14 days of receiving an invoice from WOW
demanding payment.
9.4 WOW offers five ways to pay for the services. Option A is to buy either 26, 52 or 104 bags at a
time to cover the estimated number of units required for a six month period. At the end of each 6
month period WOW will issue a further six months supply of bags. Option B is where the customer
pays on the basis of the number of units collected each month subject to a minimum of 2 units.
Option C is where the customer agrees with WOW a fixed weekly charge regardless of the number of
units collected. Option D is a set price per month for a set number of bin empties. Option E is a set
price per bin empty for a variable number of bin empties.
9.5 The Customer shall pay the Charges in full on receipt of an invoice. No period of credit is allowed
under the Agreement and the customer will remit payment within seven days of the date of invoice.
9.6 If payment of the Charges is not received within 30 days of the date of invoice, whether formally
demanded or not, WOW will suspend the services with immediate effect. Should payment of the
charges not be received within 45 days of the date of invoice a final demand will be sent. If payment
has not been made in full within 60 days of the date of invoice WOW will terminate the Services with
immediate effect and WOW shall have the right to recover all outstanding and unpaid monies due
and owing to WOW arising from this Agreement by whatever lawful means available.
9.7 WOW reserve the right to add interest on any overdue sums and the right to claim back any cost
(e.g. legal) of enforcing the Terms or payment under them. In the case of customers who are Limited
Companies a director must sign this agreement and accept personal liability for payment.
9.8 Any changes agreed between the parties shall not affect the validity of this Agreement and this
Agreement shall be amended accordingly
10 Termination
10.1 If the Customer shall fail to comply with this Agreement, WOW may, in writing, on giving 7 days
notice, terminate the Agreement.
10.2 The Agreement may be terminated at any time by either party giving to the other written notice
of not less than one month.
10.3 The Agreement may be terminated immediately if the customer has any kind of financial order
made against them (e.g. a voluntary agreement with creditors.)
10.4 Upon early termination of the Agreement WOW reserves the right to levy a cancellation charge
to cover reasonable administrative costs.
10.5 Termination of this Agreement by effluxion of time or otherwise shall be without prejudice to any
claim one party may have against the other arising from this Agreement either before or after its
termination.
10.6 Upon termination of this Agreement by effluxion of time or otherwise the Customer shall
forthwith pay all sums due under this Agreement
11 Indemnity and Liability
11.1 The Customer shall be wholly responsible for the Containers and the safety of all persons
(including waste collection workers) entering the Location of Transfer or wherever the Customer
keeps, stores or sites the Container(s) and the Customer shall be liable and agrees to indemnify
WOW against any such liability, losses and claims whatsoever for injury or death to persons or loss
or damage to property arising therefrom except where death or injury to a person or damage to
property is caused by the negligence of WOW.
11.2 The Customer shall indemnify WOW against all claims arising through any neglect, act or
breach by the Customer in connection with this Agreement.
11.3 The Customer shall indemnify WOW against any damage its collection vehicle may cause to the
road/drive, car park surface, or any other property (whether public or private areas) where the
collection vehicle is required to enter to perform the Services including all apparatus or services
located beneath the route taken by the collection vehicle subject to WOW’s driver operating with
normal care and attention.
11.4 WOW will not be liable to the Customer or deemed to be in breach of the Agreement by reason
of any delay in performing or failing to perform any of WOW’s obligations in relation to the Services, if
the delay or failure was due to any cause beyond WOW’s reasonable control resulting from: act of
God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil
disturbance or requisition; acts, restrictions, regulations, laws, prohibitions or measures of any kind
on the part of any government; strikes , lockouts or other industrial actions or trade disputes (whether
involving Council employees or third party employees); difficulties in obtaining labour fuel, parts or
machinery or failure or breakdown of machinery.
11.5 The Customer is therefore advised to undertake whatever risk assessment it considers
necessary arising from the above responsibilities/liabilities described in this Condition 11 (and
throughout this Agreement) and to advise WOW in writing of any risks identified and the suggested
action to deal with such risks. The Customer should also consider whether its insurance for such
risks is adequate. Should the Customer take out insurance for any such risks the Customer shall
ensure that WOW’s interest is noted on the policy and that the policy is available for inspection by
WOW upon request
12 Assignment
12.1 The Customer shall not transfer, assign or subcontract the whole or any part of this Agreement
without the written consent of WOW and any such transfer, assignment or subcontracting (without the
consent of WOW) shall operate to terminate this Agreement automatically.
12.2 WOW reserves the right to transfer, assign or subcontract the whole of benefits and burdens of
this Agreement upon giving one month prior notice in writing to the Customer.
13 Confidentiality and Data Protection
13.1 Unless having been placed under an obligation to do so by a court or other body or agency of
competent authority or jurisdiction (including the Information Commissioner, Government Agency,
WOW, WTN inspector and External Auditor) the Parties agree to keep confidential this Agreement.
13.2 Notice is hereby given to the Customer that pursuant to the Data Protection Act 1998 WOW may
use the Customers data appearing in this Agreement for the purpose of the provision of its
commercial waste collection service and to confirm and update WOW’s records held for this purpose.
14 Severability
14.1 If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason by
any court of competent jurisdiction such provision shall be severed and the remainder of the
provisions of the Agreement shall continue in full force and effect as if the Agreement had been
executed with the invalid, illegal or unenforceable provision eliminated.
15 Waiver
15.1 Failure by a Party at any time to enforce the provisions of the Agreement to require performance
by the other Party of any provisions of the Agreement shall not be construed as a waiver of any such
provision and shall not affect the validity of the Agreement or any part thereof or the right of a Party to
enforce any provision in accordance with the Agreement.
16 Notices
16.1 Except as otherwise expressly provided by the Agreement no notice or other communication
from one Party to the other shall have any validity under the Agreement unless made in writing by or
on behalf of the Party concerned.
16.2 Any written notice or other communication which is to be given to a Party, shall be delivered by
prepaid first class post or by hand or sent by fax or electronic transmission to the relevant Party’s
address and/or fax/email address (as applicable) as set out above or as that Party shall notify to the
other Party.
16.3 Properly addressed postal notices shall be deemed to have been served 2 working days after
the date of posting; notices delivered by hand shall be deemed to be served at the time of delivery
and notices sent by fax or email shall be deemed to be delivered at the time of sending provided that
a confirmation report of successful transmission is obtained.
17 Whole Contract and Variations
17.1 This Agreement constitutes the whole agreement between the Customer and WOW in respect
of the provision of the Services and the Customer acknowledges that in entering into this Agreement
no reliance has been placed upon any representation, act, omission except as set out in this
Agreement.
17.2 Any variation to this Agreement shall be of no effect unless expressed in writing and signed by
an Authorised Officer of WOW and the Customer
17.3 The Customer acknowledges that it can place no reliance on any representation, act or omission
of WOW unless confirmed in writing by an Authorised Officer of WOW.
18 Third Party Rights
18.1 For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit
or the right to enforce any term of this Agreement and the parties hereby agree to exclude the
provisions of the Contract (Rights of Third Parties) Act 1999.
19 Law and Jurisdiction
19.1 This Agreement shall be governed by and construed in accordance with the laws of England
and to the exclusive jurisdiction of the English Courts.