TERMS OF AGREEMENT

1. Agreement
It is hereby agreed that Vecta Environmental Services Ltd. (hereby defined as “Vecta” - and this shall include any of its fellow subsidiaries or associate companies as may participate in the performance of the contract) will, from the collection start date, exclusively (i.e. to the exclusion of other waste/recycling companies) undertake the waste services referred to overleaf on behalf of the customer (as defined overleaf) and in accordance with Vecta’s conditions of service for waste and the following terms and conditions:
2. Contract Period
2.1 This agreement shall come into force on the date of contract and shall remain in force, subject to earlier termination as provided in clause 8 of the conditions of service for waste, until the end of the contract term and shall automatically renew and remain in force for successive one year periods (the renewal period) thereafter unless either party shall give notice of termination by written notice to the other at least 90 days prior to the expiration of the contract term or any renewal period.
2.2 Subject to clause 2.3 if the customer terminates the agreement before the end of either the contract term or any renewal period then the customer agrees to pay Vecta as liquidated damages a sum equal to the following amount:
2.2.1 In the case where the customer has received services during the last 2 months a sum equal to the average monthly charge (calculated over those 2 months) multiplied by the number of fill months between
(i) the receipt by Vecta of the written termination notice and
(ii) the end of that contract term or renewal period (as the case may be).
2.2.2 In the case where the customer has not received services during the last two months a sum equal to the charge in the latest month in which services were received multiplied by the number of full months between (i) the receipt by Vecta of the written termination notice and (ii) end of that contract term or renewal period (as the case may be).
2.3 If the customers notice to terminate has only been served in the final 90 days of either the contract term or renewal period then the “end of the renewal period” (as referred to in clauses 2.2.1 and 2.2.2 above) shall mean the end of the next renewal period because the agreement will have already rolled over for a further 12 months.
2.4 If the customer terminates the agreement in between the date of contract and the collection start date then the customer agrees to pay Vecta as liquidated damages a sum equal to the monthly charges which would have been payable for the first full months of the contract term.
3. Adjustment of Charges
Vecta may adjust the charges from time to time by giving the customer notice in writing as set out in the conditions of service and the parties agree that an example of where this might be necessary could be if there were appreciable changes in the levels and/or content of the customers waste stream.

CONDITIONS OF SERVICE FOR WASTE

The Contracted Service
1.1 Vecta will visit the premises and provide the service in accordance with these terms and conditions and the Service Agreement and Waste Transfer Note overleaf from the collection start date and thereafter through the contract term (as described in clause 2 of the Terms of Agreement) subject to suspension in accordance with clause 3.6 below.
1.2 The “Service” shall mean the collection, transportation treatment and/or disposal of waste materials for the customer.
2. Alterations Not Permitted
2.1 The agreement forms the whole of the terms of the treatment contract between Vecta and the Customer and no variation to it may be made unless expressed in writing and signed by an authorised officer of Vecta and the Customer.
2.2 Vecta’s employees or agents are not authorised to make any representations concerning the service unless confirmed by an authorised officer of Vecta in writing. In entering into this agreement the customer acknowledges that it does not rely on and waives any claims for breach of any such representations which are not so confirmed.
3. Charges Payment and Suspension
3.1 The “charge” is the price to be paid to Vecta for the service and comprises the service charge and other charges set out on the service agreement and waste transfer note together with any other payments that are due from the customer.
3.2 Vecta will invoice the customer as set out on the service agreement and waste transfer note. The customer shall pay each invoice within 30 days of the date of the invoice. Vecta reserves the right to charge interest on all sums that remain unpaid after the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8% (or which ever rate shall apply at the time) over the current Bank of England Base rate, together with the late payment charges as set out in the Act, until payment is made.
3.3 Where necessary, Vecta reserves the right to increase the charge of any item referred in this agreement on giving prior notice to the customer.
3.4 The charge is exclusive of any applicable Value Added Tax which the customer shall be additionally liable to pay Vecta at the prevailing rate at the date of invoice.
3.5 Subject to clause 3.3 and 7.5 the charge is inclusive of any applicable landfill tax.
3.6 In the event of the customer failing to pay the charge within 30 days of the date of invoice or being in default of its obligations under this agreement Vecta may at its discretion rely on it common law remedies and/or, upon immediate written notice to the customer, suspend the performance of Vecta’s obligations under this agreement until all the arrears of the charge have been paid and/or any other customer default has been rectified, provided that such suspension shall not amount to a termination of this agreement nor entitle the customer to terminate this agreement.
3.7 Not withstanding the terms of clause 3.6 above non payment of the charge may lead to termination of this agreement in accordance with the terns of clause 8.1.1.
4. Visit Schedule
4.1 If unforeseen circumstances arise Vecta reserves the write to change the visit days to meet operational requirements which where possible will be notified to the customer in advance, if the operational difficulties caused by unforeseen circumstances Vecta is not able to visit the premises on the scheduled day Vecta reserves the right to reschedule the visit to the earliest possible opportunity without liability to the customer.
5. Safety
5.1 The customer shall be wholly responsible for the safety of all persons on the premises (including the employees and agents of Vecta).
5.2 The customer shall bear all risks in connections with the sitting, loading and use of all equipment provided by Vecta in connection with the service (the “equipment”).
5.3 Vecta must comply with the following in relation to packaging the waste:
5.3.1 The customer is responsible for packaging the waste and placing it in the equipment ready for collection by Vecta;
5.3.2 All equipment shall be loaded safely and evenly and no sharp or hot materials are to be placed in any plastic equipment or other equipment likely to be damaged thereby;
5.3.3 Unless otherwise agreed, no equipment shall be placed on the highway;
5.3.4 No rubbish shall be burned in any equipment or any fire started or permitted therein by the customer or any other person;
5.3.5 Al methods of packaging shall comply with the requirements or appropriate legislation.
5.4 The customer must notify Vecta in advance of any particular requirement of the customer relating to health and safety at work and of any hazards, risks or dangers that may arise as a result of the company or its employees undertaking the service.
6. Responsibility For Equipment
6.1 All equipment provided by Vecta shall at all times remain the property of Vecta however, the customer shall be responsible for:
6.1.1 Any loss or damage caused to the equipment whilst it is at the premises and it is not in the care or control of Vecta;
6.1.2 Maintaining a suitable and safe means of access to and egress from the equipment at the premises for Vecta’s vehicles and employees or agents;
6.1.3 Effecting adequate insurance cover for the equipment for its full replacement value against the risk of loss or damage.
7. The Waste
7.1 The customer undertakes that the waste place in the equipment for collection by Vecta shall accord with the description in the schedule and will not be or contain any hazardous waste as defined in the Hazardous Waste Regulations (England and Wales) 2005.
7.2 The customer undertakes to conform with all duties applicable to it under all or any law, statutory guidance, circular, code, standard or resolution of any regulatory body, court or agency in respect of the waste to the extent that they have legal effect or are enforceable at any time in the past, present or future and, for the avoidance of doubt this shall include the duties laid down in the Environment Protection Act 1990 and the Environment Act 1995.
7.3 Vecta has no contractual obligation to remove from the premises any waste which has not been placed within the equipment or which does not otherwise conform to the requirements set out in this agreement. Vecta may to agree to remove and deal with any additional waste upon request by the customer on terms specified by Vecta.
7.4 Any waste specified by the customer as recyclable must be capable of being processed in a production process for the original purpose, or for other purposes, but excluding energy recovery and composting.
7.5 If Vecta determines that the recyclable waste does not comply with clause 7.4, it shall inform the customer of this non compliance and the customer shall be entitled to landfill or return the waste at its discretion. The customer shall pay Vecta under separate invoice such reasonable additional fees for the services provided under this clause 7.5 and as set out in that invoice.
7.6 Property in the waste shall pass to Vecta on collection but the customer shall remain liable at all times for any damage caused by the waste in breach of this agreement.
7.7 The service will not be performed if in the reasonable opinion of the operative collecting the waste, it has been left in a poor condition or not properly sealed or has otherwise been packaged in accordance with this agreement or may place any person, vehicle or property at risk, at which time the operative shall advise the customer where possible, of the reason for non collection. The customer shall still be responsible for the charge.
8. Termination and Damages
8.1 Vecta may immediately terminate this agreement at any time by notice in writing to the customer in the event of:
8.1.1 The customer being in arrears of any payment due under this agreement; or
8.1.2 The customer being in breach of the terms of this agreement; or
8.1.3 The customer making or proposing to make any voluntary agreement with its creditors, being the subject of an administration order or being the subject of any bankruptcy petition or order or winding up petition or order or convening a meeting for its voluntary liquidation; or
8.1.4 The customer causing or unreasonably allowing a health and safety risk to arise which was not present on the original risk assessment carried out by Vecta prior to the collection start date provided that in such circumstances Vecta shall be entitled to claim liquidated and ascertained damages from the customer equivalent to the charges (at the rate prevailing at date of termination) that would have been payable under this agreement if this agreement hd continued from the date of such termination to the end of the renewal period which is at least 3 months from the date of actual termination.
8.2 The customer or Vecta may terminate this agreement as set out at clause 2 ( Contract Term) of the service agreement and waste transfer note.
9. Indemnity and Liability
9.1 Subject to clause 9.2 each party (“the indemnifying party”) shall indemnify the other party against all claims, losses and expenses arising through any negligent act or omission of the indemnifying party, its employees and agents, or breach by the indemnifying party of the terms of this agreement, and/or (in the case of the customer only) arising because of any substance, article or thing placed in the waste.
9.2 Subject to clause 9.4 Vecta shall not be liable for any indirect claim, damage or loss (including to avoid doubt any claim for loss or profits), and whether cause by the negligence of Vecta, its agents or employees, or as a result of any representation or condition or other term, or any duty at common law, or under the expressed terms of this agreement, or otherwise.
9.3 Notwithstanding clause 9.1:
9.3.1 Vecta shall not be liable to the customer for any damage caused to the surface of the premises by Vecta’s vehicles and equipment arising from inadequate construction of such service for the weight or type of vehicles and equipment used by Vecta in providing the service; and
9.3.2 Vecta shall no be liable to the customer, or be deemed to be in breach of this agreement, by reason of any delay in performing, or any failure to perform, any of Vecta’s obligations under this agreement, if any delay or failure was due to any cause beyond Vecta’s reasonable control.
10. Miscellaneous Provisions
10.1 Subject as expressly provided in this agreement all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.2 If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions on this agreement and the remainder of the provision in questions shall not be affected thereby and shall remain in full force and effect.
10.3 Any notice required to be given by the customer under this agreement must be in writing and served on Vecta by the customer and shall not be deemed served unless proof of receipt by an authorised officer is produced.
10.4 No term or provision of this agreement shall be considered as waived by a party unless a waiver is given in writing by that party.
10.5 Terms defined on the service agreement and waste transfer note shall have the same meaning in these terms and conditions.
10.6 Any reference to any law, regulation or order shall include any re-enactment, amendment or modification thereto.
10.7 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
10.8 The customer undertakes Vecta to keep confidential the existence of this Agreement.
10.9 This Agreement shall be governed by the laws of England and the courts of England and Wales shall have exclusive jurisdiction.