These Terms will apply to any contract between us for the supply of Services and/or Waste Control Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services and/or Waste Control Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services and/or Waste Control Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Every time you wish to order Services and/or Waste Control Services, please check these Terms to ensure you understand the terms which will apply at that time and be binding upon you.
These Terms, and any Contract between us, are only in the English language.
Additional Service: shall mean the supply of any of the Services which the Customer has not yet entered into a Contract with the Supplier for.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services and/or Waste Control Services in accordance with the Service Level Agreement.
Commencement Date: has the meaning set out in clause 2.2.
Containers: shall have the meaning set out in clause 5.
Contract: the contract between the Supplier and the Customer for the supply of Services and/or Waste Control Services as described in the Order and in accordance with these terms.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases Services and/or Waste Control Services from the Supplier.
Customer Default: has the meaning set out in clause 6.3.
Customer’s Premises: shall mean the address, site or other location detailed in the Order where the Supplier has been instructed to provide the Services and/or Waste Control Services to the Customer.
Event Outside Our Control: any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for Services and/or Waste Control Services as set out in the Supplier’s order forms.
Services: the services supplied by the Supplier to the Customer as shown on the Supplier’s website and including but not limited to those services listed in Schedule 1.
Service Level Agreement: means the agreement sent to the Customer by the Supplier which details the nature of the Services and/or Waste Control Services which the Supplier is instructed to supply, along with the Charges.
Service Schedule: means the schedule contained within the Service Level Agreement which details the time and frequency for the supply of the Services and/or Waste Control Services.
Service Schedule Date: the date set out in the Service Schedule for the commencement of the supply of the Services and/or Waste Control Services.
Supplier: Clearground Limited registered in England and Wales with company number 04887730 whose registered office is at 67c Corporation Road, Birkenhead, Merseyside, CH41 3NG.
Supplier Materials: has the meaning set out in clause 6.1(g).
Term: means the fixed duration that the Customer will supply the Services and/or Waste Control Services to the Customer In accordance with clauses 3.2 and 4.4.
Waste: shall mean any litter, refuse, rubbish or any other substance which has been discarded by the Customer.
Waste Control Services: shall mean those waste control and management services offered by the Supplier including but not limited to the supply of waste bins, food bins, waste compactors, glass crushers, fly tipping removal, general site maintenance and litter picking and void property cleaning.
Waste Transfer Note: a note detailing the nature of the Waste and frequency of the required collections of the Containers as per clause 5.
a. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
b. Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
c. A reference to writing or written means a written form of communication but not fax or email
2.1 The Order constitutes an offer by the Customer to purchase Services and/or Waste Control Services in accordance with these terms.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Waste Control Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 working days from its date of issue.
Please note that this clause shall only apply for the supply of the Services.
3.1 The Supplier shall supply the Services to the Customer in accordance with the Order, the Service Level Agreement and the Service Schedule.
3.2 The Supplier shall supply the Services to the Customer from the Service Schedule Date and shall continue for a period of twelve months thereafter.
3.3 Unless the Customer serves a notice on the Supplier in accordance with clause 20 from the date being six months after the Service Schedule Date to a date no later than nine months after the Service Schedule Date, the Contract shall automatically renew for a rolling period of twelve months after expiry of the Term.
3.4 The Supplier shall use its reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.5 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 Where an Additional Service has been requested by the Customer, the Supplier shall supply the Additional Service following written instruction and subject to payment in accordance with clause 8.4.
3.6 The Customer shall have 5 Business Days from the supply of the Services to inform the Supplier by notice in accordance with clause 20 in the event that the Services are not of satisfactory quality.
3.7 In absence of any notice by the Customer in accordance with clause 3.6, the Services will be deemed to have been delivered in good working order and condition.
3.8 Following any notice by the Customer in accordance with clause 3.6, the Supplier shall:
decide not to take any action to rectify the defect in the Services upon finding that the Services are of satisfactory quality in accordance with clause 3.6; or
carry out such works necessary to repair the Services within a reasonable time period.
Please note that this clause 4 and clause 5 below shall only apply for the supply of the Waste Control Services.
4.1 The Supplier shall supply the Waste Control Services as specified in the Service Schedule.
4.2 In return for the supply of the Waste Control Services, the Customer:
shall pay the Charges in accordance with clause 8, plus any additional empty, delivery, disposal, collection, transport or rental charge set out in the Service Level Agreement and the Service Schedule;
warrant that they are the importer and/or producer of the Waste and that it does not originate from another third party; and
warrant that they have appropriately described the Waste to the Supplier and have selected the appropriate European Waste Code to describe the Waste in the Service Schedule and/or Waste Transfer Note.
4.3 The Customer hereby agrees to indemnify the Supplier for any and all losses incurred, regardless of whether caused directly or indirectly, including all losses, expenses and/or professional costs incurred as a result of the Customer’s breach of any of the warranties contained in clause 4.2.
4.4 The supply of those Waste Control Services shall start on the Service Schedule Date and last for a minimum period of twelve months thereafter.
4.5 Unless the Customer serves a notice on the Supplier in accordance with clause 20 from the date being six months after the Service Schedule Date to a date no later than nine months after the Service Schedule Date, the Contract shall automatically renew for a rolling period of twelve months after expiry of the Term.
4.6 The Supplier shall not be responsible for the clearing up of any Waste which has not been stored by the Customer in any of the Containers supplied by the Supplier (Loose Waste).
4.7 Upon request by the Customer, the Supplier may clear up any Loose Waste from the Customer’s Premises subject to the payment of an additional fee in accordance with clause 8.4.
4.8 The Supplier shall have the right to make any changes to the Waste Control Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Waste Control Services, and the Supplier shall notify the Customer in any such event.
5.1 The Supplier shall be responsible for the supply, collection, emptying and replacement of the Containers as detailed in the Service Schedule.
5.2 Upon delivery of the Containers, the Customer shall be responsible for inspecting the working order and condition of the Containers.
5.3 The Customer shall have 5 Business Days from delivery of the Containers to inform the Supplier by notice in accordance with clause 20 in the event that the Containers are not of satisfactory quality. For the purpose of this clause, a Container is not of satisfactory quality if suffering from a major defect which prevents the safe storage of Waste any minor and/or cosmetic defects shall not constitute or be deemed to render a Container as being of unsatisfactory quality.
5.4 In the absence of any notice by the Customer in accordance with clause 5.3, the Containers will be deemed to have been delivered in good working order and condition.
5.5 Following any notice by the Customer in accordance with clause 5.3, the Supplier shall:
Decide not to take any action to repair or replace the Container upon finding that the Containers are of satisfactory quality in accordance with clause 5.3; or
Replace the Container within a reasonable time period or take reasonable steps to procure a temporary solution to ensure the safe control of Waste on the Customer’s Premises.
6.1 The Customer shall:
a. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
b. co-operate with the Supplier in all matters relating to the Services and/or Waste Control Services;
c. provide the Supplier, its employees, agents, consultants and subcontractors, with unrestricted and safe access to the Customer’s Premises, office accommodation and other facilities as reasonably required by the Supplier;
d. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or Waste Control Services, and ensure that such information is accurate in all material respects;
e. prepare the Customer’s Premises for the supply of the Services and/or Waste Control Services;
f. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services and/or Waste Control Services are to start;
g. keep and maintain all materials, equipment, documents, Containers and other property of the Supplier at the Customer’s Premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
h. obtain appropriate insurance cover for the Supplier Materials and ensure that the Supplier’s interest is noted in such insurance policies
i. ensure that the Customer’s Premises is open and that the Supplier’s time will not be wasted in the event that access to the Customer’s Premises is otherwise restricted;
j. ensure that the Charges are paid in accordance with clause 8; and in respect of the supply of Waste Control Services, the Customer shall also:
keep the Containers safe whilst on the Customer’s Premises;
ensure that the Containers are used only for the storage of Waste, as described by the Customer in accordance with clause 4.2(c) and as directed by the Supplier;
keep the Containers clean and free from any defects or markings whilst on the Customer’s Premises ensuring that the Containers
not remove any markings, logos, name or any other Intellectual Property of the Supplier that may be seen on the Containers;
ensure that the Containers are presentable, accessible and otherwise ready for collection as per the Service Schedule.
6.2 In addition to paragraph 6.1, the Customer shall be responsible for ensuring the safety of all of the Supplier’s employees, agents, consultants and subcontractors whilst on the Customer’s Premises to carry out the Services and/or Waste Control Services.
6.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligations contained in paragraph 6.1 or 6.2;
a. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
b. the Supplier shall be entitled to remove any of the Supplier Materials from the Customer’s Premises;
c. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7;
d. the Customer shall be responsible for paying a wasted service charge to the Supplier on demand by the Supplier; and
e. the Customer shall reimburse the Supplier on demand for any other costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default
7.1 The Supplier shall:
7.2 The Supplier warrants that the Services and/or Waste Control Services will be supplied to the Customer to a reasonable standard.
7.4 The warranty given in clause 7.2 is subject to the fact that the Supplier shall have no liability to the Customer in respect of any defect in the supply of the Services, Waste Control Services, Containers or Supplier Materials that arise from fair wear and tear, wilful damage, negligence by the Customer, abnormal working conditions, the Customer’s failure to follow any instructions for storage and/or use given by the Supplier or alteration of the Containers or Supplier Materials without the written consent of the Supplier.
7.5 The Supplier shall owe no liability to the Customer in respect of clause 7.2 in the event that the Charges are not paid in accordance with clause 8.
8.1 The Charges for the Services and Waste Control Services shall be calculated in accordance with the Service Level Agreement.
8.2 The Supplier reserves the right to increase its Charges. The Supplier will give the Customer written notice of any such increase three months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2 week’s written notice to the Customer.
8.3 The Supplier shall invoice the Customer for any Services and/or Waste Control Services as per the terms of the Service Level Agreement.
8.4 Where an Additional Service has been carried out in accordance with clause 3.5, an additional; invoice will be raised by the Supplier for payment in arrears, in the sum detailed in the Service Level Agreement.
8.5 The Customer shall pay each invoice submitted by the Supplier as per the terms of the Service Level Agreement.
8.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay:
a. interest on the overdue amount at the rate of 8% per cent per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
b. an administration fee of £25.00 for each outstanding direct debit payment;
c. an administration fee of £6.00 charged to the Customer’s account for every letter, fax, phone call or statement sent to the Customer in an attempt to obtain such payment; and
d. compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services, as well as any trademarks, logos or other marks visible on the Containers, shall be owned by the Supplier.
9.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
9.3 All Supplier Materials are the exclusive property of the Supplier.
10.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b. fraud or fraudulent misrepresentation; or
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of use or corruption of software, data or information;
f. loss of damage to goodwill; and
g. any indirect or consequential loss.
10.3 Subject to clause 10.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
10.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract for the Supply of Services by giving the other party 3 months’ written notice.
11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
a. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
b. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
d. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
a. the Customer fails to pay any amount due under the Contract in accordance with clause 5 on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
b. in the event that the Supplier has provided Waste Control Services to the Customer:
11.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services and/or Waste Control Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.1 On termination of the Contract for any reason:
a. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
c. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
d. clauses which expressly or by implication survive termination shall continue in full force and effect.
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Services to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
14.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
15.1 Each party undertakes that it shall not at any time and for a period of five years after termination of the Contract, disclose to any person any information concerning the business, affairs, customers, clients or suppliers of the other party (Confidential Information), except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s Confidential Information:
a. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
16.1 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.
16.2 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.
17.1 No variation of the Contract, Services and/or Waste Control Services shall be effective unless it is in writing.
17.2 A Waste Transfer Note will be executed by the parties either:
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
a. waive that or any other right or remedy; or
b. prevent or restrict the further exercise of that or any other right or remedy.
19.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.1 .Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier, or sent by email to firstname.lastname@example.org.
20.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; if sent by email before 2:00pm on the same Business Day or if sent by email after 2:00pm, on the next Business Day.
20.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21.1 If the Customer has any complaints about any of the Services or Waste Control Services provided by the Supplier, the Customer should notify the Supplier in accordance with clause 20.1 or alternatively contact the Supplier by telephone on 0151 652 8010 or by email at email@example.com.
22.1 No one other than a party to the Contract shall have any right to enforce any of its terms.
23.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.