1. Definitions
In these Conditions the following words and expressions, unless the context otherwise dictates, shall have the following meanings:
“Agreement Summary” means the Service Agreement
“Agreement” means the agreement for the provision of the Services;
“Conditions” means the terms and conditions of this Agreement and includes any special terms and conditions agreed in writing between the Company and the Customer;
“Confidential Material” means any such items as are deemed from time to time by the Company and the Customer to be
confidential and/or sensitive in nature including without limitation paper, disks, videos, uniforms and equipment;
“Company” means Envirecycle Limited
“Equipment” means all and any bags, containers and compacter units provided to the Customer by the Company in connection with the provision of the Services;
“Services” means the secure collection, containment of Material;
“Service days” means the day(s) specified in the Agreement Summary for the provision of the Services;
“Service Price” means the price specified in the Agreement Summary;
“Site” means the site address specified in the Agreement Summary at which the Services are to be provided

2. General
2.1 The Company shall perform the Services to the Customer only upon and in accordance with these Conditions which will govern this Agreement to the exclusion of any other terms and conditions and be accepted by the Customer on such basis.
2.2 No employee or agent of the Company has any authority to add to or vary these Conditions or to make any representation or warranty to the customer unless such addition or variation or representation or warranty is in writing and signed by an authorised representative for and on behalf of the Company.
2.3 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the Services or any associated matters which is not confirmed in writing and signed by an authorised representative for and on behalf of the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not confirmed.

3. Service Price and Rental Fee
3.1 The Company reserves the right to increase the Service Price and/or the Rental Fee (as the case may be) and notice of any such increase shall be given to the Customer as soon as reasonably practicable.
3.2 The Service Price and/or the Rental Fee (as the case may be) is expressed in the Service Agreement exclusive of any applicable Value Added Tax which the Customer shall be additionally liable to pay to the Company at the rate prevailing at the date of the Company invoice.
3.3 The Customer shall pay the Service Price and/or the Rental Fee (as the case may be) on demand but in any event not
later than 30 days from the date of the Company’s invoice. Time for payment of the Service Price and/or Rental Fee (as the case may be) shall be the essence of this Agreement.
3.4 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
3.4.1 cancel this Agreement or suspend any further provision of the Services to the Customer; and/or
3.4.2 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 2% per
annum above Natwest plc base rate from time to time then prevailing until payment in full is made.
3.5 The Customer shall pay the Service Price and/or the Rental Fee (as the case may be) in full and without deduction counterclaim or set off.
3.6 Where additional services are performed by the Company which are not included in the Services the Customer shall pay any fees for such additional services in accordance with the provisions of this Clause 3. The price for such additional services shall be specified in the Agreement Summary or as otherwise notified to the Customer by the Company.
3.7 Minimum order value is £15 + VAT, unless otherwise agreed in writing.

4. Commencement of Services and Duration of Agreement
This Agreement shall be deemed to commence on the First Service Date and shall (subject to the provisions of Clauses 3.4 and 12) continue for a period of 12 months from the First Service Date and continue automatically thereafter for successive 12 month periods unless and until terminated by either party providing to the other not less than 2 months prior written notice such notice to expire on the date falling at the end of any such 12 month period.

5. Services
5.1 The Company will commence the provision of Services at the Site on the First Service Date.
5.2 The Company warrants to the Customer that:
5.2.1 all Confidential Material shall be collected and destroyed in accordance with the standards set by the British Security Industry Association or any such similar body or association of which the Company is a member from time to time; and
5.2.2 in performing the Services it will act only on instructions form the Customer as data controller and will comply with
obligations equivalent to those imposed on a data controller by the Seventh Principle of the Data Protection Act 1998. The
Company shall be under no liability in respect of these warranties if the Service Price and/or the Rental Fee and/or any fees for additional services (as the case may be) have not been paid by the due date for payment or if the Customer is in breach of any of its obligations under this Agreement.
5.3 The services will normally be provided between the hours of 7am and 4pm Monday to Friday excluding bank and other public holidays, but Services may be provided outside of those hours prior agreement with the Company provided that in those circumstances, the Company reserves the right to charge the Customer additional fees for such services which the Customer shall pay in accordance with the provisions of clause 3 of this Agreement.
5.4 The Company will comply with specific conditions relating to health and safety matters which are applicable to the Site provided that have been notified to the Company and accepted in writing by a director for and on behalf of the Company before the First Service Date.
5.5 The Company will provide to the Customer a certificate of destruction for each and every consignment of Confidential Material removed from the Site.
5.6 If through operational difficulties the Company is not able to service the Customer’s requirements on the Service Days the Company reserves the right to re-schedule the provision of the Services without incurring any liability to the Customer. The Company shall where possible notify the Customer in advance of any such re-scheduling.
5.7 Failure by the Company to collect any consignment of Confidential Material on any occasion shall not entitle the
Customer to cancel and/or suspend this Agreement and/or reject any subsequent performance of the Services by the
Company.

6. Obligations of the Customer
6.1 The Customer will:
6.1.1 provide the Company and its employees, agents or subcontractors with full and free access to the Site at all times for the purpose of providing the Services and performing its obligations under this Agreement; and
6.1.2 ensure that it maintains a suitable and safe means or access to and egrees from the Customer’s Site for the provision of the Services; and
6.1.3 ensure that the Equipment is operated in a proper manner by its employees, agents and subcontractors; and
6.1.4 take all necessary precautions to protect the health and safety of the Company’s employees, agents and subcontractors while on the Site; and
6.1.5 ensure that it has the consent of all relevant data subjects to the destruction of the data comprised in the Confidential Material.
6.2 the Customer hereby agrees to indemnify the Company from and against any and all demands, claims, liabilities, losses, damages, costs and expenses whatsoever and from and against all actions proceedings which may be commenced, taken or made against the Company arising out of or in connection with any breach by the Customer of any of its obligations contained in clause 6.1 of these Conditions or of any of its duties at common law.
6.3 The Customer agrees that the Company is only obliged to provide the Services in relation to Confidential Material and as a result the Customer will ensure that only items of Confidential Material and no other items including but without limitation clinical waste shall be placed in the Equipment for collection by the Company in accordance with the terms of this Agreement. In the event that waste other than Material for recycling is received by the Company it will contact the Customer to agree the method of disposal and the Company reserves the right to charge the Customer additional fees for such service.
6.4 The Customer is responsible for deciding what material is Confidential Material and acknowledge that Confidential
Material provided by the Customer and collected by the Company hereunder will be destroyed by the Company in accordance with these Conditions. Accordingly the Company accepts no responsibility for the destruction of such Confidential material and the Customer hereby agrees to indemnify the Company from and against any and all demands, claims, liabilities, losses, damages, costs and expenses whatsoever arising from and against all actions and proceedings which may be commenced, taken or made against the Company by any person, firm or Company arising out of or in connection with, the destruction of any Confidential Material.
6.5 The Customer agrees that it will not employ or engage the services of any person, firm or company to provide similar
services at those Services provided by the Company hereunder without notifying the Company of the same.

7. Equipment
7.1 Any Equipment supplied by the Company to the Customer shall at all times be and remain the property of the Company.
7.2 The Customer agrees to ensure that any Equipment:
7.2.1 is at all times clearly marked as being the property of the Company; and
7.2.2 is adequately secured; and
7.2.3 is maintained in good condition; and
7.2.4 is not placed on a public highway.
7.3 The Customer acknowledges that risk in the Equipment shall be the Customer’s and it agrees to insure such Equipment to its full replacement value with a reputable insurer against loss or damage by accident, fire and theft and such other risks, if any, against which it is usual to insure the Equipment or against which the Company reasonably requires insurance procure that the interest of the Company is noted by the insurance Company and provide appropriate evidence to the Company that such insurance is in place upon request.
7.4 The Customer shall bear all risks involved in connection with the siting, loading or use of the Equipment and shall not in any circumstances overload the Equipment.
7.5 The Customer acknowledges that the Confidential Material remains the property and at the risk of the Customer at all
times prior to the collection of same by the Company.

8. Confidentiality
The company acknowledges that in the course of the provision of the Services it may acquire or be exposed to information that is proprietary or confidential to the Customer. Accordingly the Company undertakes to hole all such information n the strictest confidence and not to disclose it to third parties save as may be strictly necessary for the provision of the Services or as required by law. The Company will take all reasonable steps to ensure that its employees, agents and subcontractors are made aware of this obligation to the Customer.
9. Extent of the Company’s Liability
9.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
9.1.1 any breach of this Agreement; and
9.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
9.3 Nothing in this Agreement excludes or restricts the liability of the Company for death or personal injury caused by the
Company’s negligence or fraudulent misrepresentation.
9.4 Subject to clauses 9.2 and 9.3 above:
9.4.1 the Company’s total liability in contract, tort, (including negligence or breach of statutory duty), misrepresentation or
otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to
£2,000; and
9.4.2 the Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion or goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with this Agreement.

10. Force Majeure
The Company shall not be responsible 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 the Company’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of foregoing the following shall be regarded as causes beyond the Company’s reasonable control:
10.1 act of God, explosion, flood, tempest, fire or accident;
10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.3 acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental parliamentary or local authority;
10.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or any third party);
10.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.7 power failure or break down machinery.

11. Indemnity
The Customer hereby agrees to indemnify the Company from and against all demands, claims, liabilities, losses, damages, costs and expenses whatsoever and from and against all actions and proceedings which may be commenced, taken or made against the Company arising out of or in connection with any failure by the Customer to comply with these Conditions.

12. Termination
12.1 Without prejudice to any other rights and remedies available to either party, either party shall be entitled by notice to
the other to terminate this Agreement forthwith in the event that:
12.1.1 the other party has a bankruptcy or insolvency petition presented in respect of it or becomes bankrupt or insolvent or makes or intends to make a proposal for any arrangement or composition with its creditors; or
12.1.2 the other party has a petition for an administration order or winding up order presented in respect of it or goes into liquidation whether compulsory or voluntary; or
12.1.3 any execution or distress or seizure is levied on or sued out against any of the real or personal property of the other party; or
12.1.4 the other party shall have a receiver or administrative receiver or manager appointed in respect of the whole or any part of its undertaking or property.
12.2 Notwithstanding clause 12.1:
12.2.1 the Company shall be entitled by notice to the Customer to terminate this agreement and all its obligations hereunder forthwith if the Customer is in arrears with any payment due hereunder for a period of 7 days or more; and
12.2.2 the Company shall be entitled to the Customer to terminate this Agreement by notice to take effect either forthwith or at such time as may be specified in such notice in the event of any material breach by the Customer of any of its obligations under this Agreement which are capable of remedy and shall not have been remedied to the reasonable satisfaction of the Company within 28 days of initial notice of the breach or such shorter period as may be reasonable in the circumstances as is specified in the initial notice of breach.
12.3 Termination of this Agreement (howsoever occurring) shall:
12.3.1 not affect any Conditions which are expressed to survive or operate in the event of such termination; and
12.3.2 not prejudice or affect the rights of either party against the other in respect of any antecedent breach.
12.4 Immediately upon termination of this Agreement (howsoever occurring) the Customer shall forthwith deliver up to the Company the Equipment at the Company’s premises specified in this Agreement and the Company shall at its discretion, either forthwith proceed with the destruction of all Confidential Material that it holds or deliver up the said Confidential material to the Customer’s Site.

13. Notices
13.1 Any notice given or made under this Agreement shall be in writing and may be delivered to the relevant party or sent by post to the address of that party as shall have last been notified in writing by that party to the other party.
13.2 Each notice or communication shall be deemed to have been given or made and delivered if by a letter 48 hours after posting or if by delivery when left at the relevant address.

14. Miscellaneous
14.1 The Company may perform its obligations hereunder through agents or subcontractors. This Agreement may be
assigned by the Company but shall not be assigned by the Customer without the Company’s prior written consent.
References herein to the Company include references to any assignee of the Company’s rights or obligations under this
Agreement.
14.2 this Agreement constitutes the entire Agreement between the parties as to the matters to which it relates and supersedes all previous agreements between the parties and may only be varied by written agreement of the parties. Save in the case of fraud all prior representations or statements made before this Agreement was entered into and not expressly repeated in it are withdrawn and of no effect.
14.3 If any provision of this Agreement is held by any Court or other competent authority to be void or unenforceable in
whole or in part this Agreement shall continue to be valid as to the remaining provisions.
14.4 the Terms of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

15. Jurisdiction
This Agreement shall be governed by and construed in in all respects in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in relation to this
Agreement.

16. Contamination
In the event that non conforming waste is received the Company will contact the Customer to inform them and to agree the method of disposal of the non conforming waste. A surcharge will be levied by the Company where the non conforming waste results in additional cost being incurred. Specific Non Conforming Waste: General, Special or Clinical Waste