Commercial Waste Collection Terms and Conditions

1. Interpretation

The following definitions and rules of interpretation apply in these terms and conditions

1.1 Definitions:

Assumed Weight: means the assumed weight set out in Section 2 of The Transfer Note.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 3 and shall include the Collection Charge.

Collection Charge: means the charge set out in Section 2 of The Transfer Note.
Collection Site: means the site or sites further particulars of which are set out in Section 1 of The Transfer Note.

Commencement Date: means the date on which the Customer signs The Transfer Note.

Conditions: means the terms and conditions of this Contract.

Contract: the contract between the Council and the Customer for the supply of Services in accordance with these terms and conditions as amended from time to time.

Council (or “We”): The Cornwall Council of New County Hall, Treyew Road, Truro, Cornwall TR1 3AY or its appointed contractor(s).

Customer: the person or firm who purchases Services from the Council set out in Section 1 of The Transfer Note (this includes Seasonal Customers).

Data Guidance: means any applicable guidance, guidelines, direction or determination, framework, code of practice, standard or requirement regarding information governance, confidentiality, privacy or compliance with Data Protection Legislation (whether specifically mentioned in this Contract or not) to the extent published and publicly available or their existence or contents have been notified to the Service Provider by the Council and/or any relevant Regulatory Body.

Data Protection Legislation: the UK-General Data Protection Regulation ((EU) 2016/679) (“GDPR”) until it is no longer directly applicable in the UK, the Data Protection Act 2018 and any other applicable national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.

EIR: means the Environmental Information Regulations 2004.

Equipment: means each and every Waste receptacle for containing Food Waste, Rubbish and/or Recyclables  provided by the Council to the Customer (including but not limited to - wheeled bins, single use plastic bags, multi-use coloured recycling bags/boxes, and protective sacks) including any associated equipment.

Expected Frequency: means the frequency stated in Section 2 of The Transfer Note.
Expiry Date: means the date on which the Contract is terminated by either party in accordance with clause 8.

FOIA: means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Authority or relevant government department in relation to such legislation and the Environmental Information Regulations 2004.

Food Waste: means all uneaten food, plate scrapings, dairy products, cheese & eggs and eggshells, bread, cakes & pastries, raw and cooked meat and bones, tea, coffee and non biodegradable coffee grounds, raw and cooked vegetables, fruit and peelings, raw and cooked fish and bones, cooked and raw paste, rice and beans, wet and dry pet food.

Initial Period: means the period of nine (9) months from the Commencement Date during which a customer cannot serve notice without paying damages.
Order: the Customer's order for Services as set out in the Customer's purchase order form overleaf.

Parties: means the Customer and the Council.

Personal Data: has the meaning given to it in the Data Protection Legislation.
Rubbish: means general waste which is not recyclable. It does not include any hazardous waste, rubble, garden waste, or DIY waste.

Recyclables: means clean paper, cardboard, steel and aluminium cans, empty aerosols, plastic bottles, glass bottles and jars, plastic food pots, tubs and trays, and clean kitchen foil and foil trays.

Return Journey Charge: means 100% of the Collection Charge which may by charged to the Customer in the event that the Customer misses a collection.
Seasonal Customer: means a Customer who requires the provision of the Services on a seasonal basis.

Services: the services supplied by the Council to the Customer as set out in the Order.

Transfer Note: means the current controlled waste description and transfer note completed by the Customer and us pursuant to the provisions of the Environmental Protection Act 1990 and regulations made thereunder which relates to the Waste covered by this Contract.

Vehicle: means each and every vehicle owned or operated by the Council, our agents or sub-contractors which visits any Collection Site to deliver, empty, replace or remove the Equipment.

Waste: means Food Waste, Recyclables and Rubbish  further particulars of which are set out in Section 3 or in any current Transfer Note applicable to this Contract.

Waste Hierarchy: means guidance within The Waste (England and Wales) Regulations 2011 which ranks waste management options to business who generate, transfer and treat waste. The top priority is preventing waste in the first place. When waste is created, it gives priority to preparing it for re-use, then recycling, then recovery, and last of all disposal (e.g. landfill).

2. Supply of Services

2.1 Any quotation given by the Council shall not constitute an offer and is only valid for a period of thirty (30) days from its date of issue.

2.2 The Council or their nominated contractor(s) undertake:

1. to deliver the Equipment at the Collection Site in the quantity specified in Section 2 of The Transfer Note
2. to service the Waste in a proper and efficient manner, subject to the terms and conditions of this Contract
3. (subject to prior written agreement) to comply with all special site conditions and safe working procedures, notified to and acknowledged in writing by the Council, by the Customer and any applicable law or regulatory requirement, and
4. to use reasonable endeavours to meet any collection dates specified in Section 2 of this Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services and the Council shall not be liable to the Customer or any third party for any direct or consequential loss caused by any delays in its performance of its obligations. Missed collections shall not entitle the Customer to terminate this Contract.

2.3 The Council reserves the right to amend this Contract if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Council shall notify the Customer in any such event.

2.4 The Council does not accept liability for damage caused to any driveway, road or path upon which a Vehicle must drive in order to collect Waste under this Contract, and does not accept responsibility for the loss or damage of any articles left in close proximity to Waste which has been left for collection.

3. Charges and payment

3.1 The Charges for the Services shall be calculated as stated in Section 2 of The Transfer Note.

3.2 The Customer shall raise any invoice queries or disputes within fourteen (14) days of the date of the invoice and the Customer shall pay all undisputed parts of the invoice by the due date.

3.3 The Council reserves the right to increase the Charges at any time if there is any variation in the cost of delivering the Services. The Council shall endeavour to give the Customer not less than one (1) calendar months’ notice of any variation of the Charges under this clause but notwithstanding this the Customer shall be liable to pay any increase from the date specified in the notice.

3.4 The Council will charge the Customer for a full Waste collection irrespective of the quantity of Waste contained in the Equipment.

3.5 The Council or its sub-contractor shall invoice the Customer at regular intervals. If collections start part way through a month, then the Council will calculate pro rata the Charges due for that period. The Council will issue invoices to the Customer in electronic form and may make an administration charge if the Customer requires a paper invoice.

3.6 The Customer shall pay each invoice submitted by the Council:

1. within thirty (30) days of the date of the invoice; and
2. in full and in cleared funds to a bank account nominated in writing by the Council, and

time for payment shall be of the essence of the Contract.

3.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT).

3.8 If the Customer fails to make a payment due to the Council under the Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.8 will accrue each day at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.

3.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4. Customer's obligations and conditions of collection

The Customer undertakes:

1. to meet their duty of care in accordance with s34 of the Environmental Protection Act 1990 and The Waste (England and Wales) Regulations 2011 ensuring all Waste is contained and managed appropriately
2. to ensure all Waste is presented for collection in accordance with these terms and conditions and as described in Section 2 of The Transfer Note
3. that the Waste is properly described in Section 2 of The Transfer Note and is not notifiable under the Hazardous Waste Regulations 2005 and will, at all times, correspond in all material aspects with that description
4. that the Waste does not contain any waste foods that should be collected by a specialist collector, by transporter for rending, incineration, composting, biogas digestion, animal feed as described by the Animal By-products Regulations 2005
5. to ensure the collection crew and Vehicles have free and unobstructed access to the Equipment at all times so that the Waste may be emptied directly into the Vehicles
6. if such access is not provided the Council shall not be under any obligation to collect the Waste
7. the driver of the Vehicle may, in their absolute discretion, refuse to provide the Service 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 that the proposed area for siting the Equipment is unsuitable
8. to ensure that all Waste is put into the correct Equipment provided for collection (including ensuring only single use plastic bags pre-purchased from the Council are presented in the pre-purchased protective sack
9. protective sacks containing anything other than Council supplied single use plastic bags shall not be collected)
10. to display the commercial waste tag or sticker provided by the Council on all Equipment provided for Rubbish, and/or Recyclables and/or Food Waste
11. to be responsible for keeping the Equipment in a safe and accessible location (taking into account the health and safety of collection staff in doing so)
12. the Customer shall bear all risks involved in connection with siting, loading and use of the Equipment, servicing of the Waste at the Customer’s premises and failure to comply with these terms and conditions
13. to keep all Equipment and any other property of the Council (Council Materials) at its own risk, maintain the Council Materials in good condition until returned to the Council, not place any marking on or sub-let or part with possession of, and not dispose of or use the Council Materials other than in accordance with the Council's written instructions or authorisation.
14. the Customer shall be responsible to the Council for any loss or damage to the Council Materials (other than ordinary wear and tear) and for the cost of repairs, expenses and/or a replacement, resulting from the Customer's failure to take reasonable care of the same
15. if the Equipment is damaged by the Vehicle when being emptied, this must be reported by no later than the next scheduled collection by telephoning 0300 1234 141 or emailing commercialwaste@cornwall.gov.uk
16. on the termination of this Contract to allow the Council or its sub-contractor to collect the Equipment from the Collection Site, and
17. to complete the ‘Transfer Note’ in Section 3 and to update this as requested.

4.2 If the Customer requests that the Equipment be placed in a position which requires the Vehicle to leave the public highway the Customer shall indemnify and hold the Council harmless against any loss costs claims damages or expenses which we may thereby incur whether as a result of damage to the Vehicle, the Equipment, the property of the Customer or a third party including damage to the road margin or pavements.

4.3 Waste collections will be as scheduled on all UK Bank Holidays except for Christmas Day and Boxing Day when there will be no collections. If a scheduled collection is due on Christmas Day or Boxing Day a new day will be identified by the Council and communicated in advance of the Christmas period.

4.4 All Equipment must be available for collection at the Collection Site from 7am on the scheduled collection day, unless otherwise instructed by the Council. If the Equipment is not presented for collection by 07:00am, then the Waste will not be collected until the next scheduled collection day. Equipment should be placed at the Collection Site no earlier than the day before a scheduled collection.

4.5 After collection, Equipment is to be removed from the highway and returned to the Customer’s property by no later than by the end of that collection day.

4.6 Any missed collections reported by 12 noon on the same day of the scheduled collection will be collected on the same working day. Missed collections reported after 12 noon on the day of the scheduled collection will be re-scheduled and collected by 12 noon the next working day, including Saturdays. The Council will not generally instruct the contractor to return to empty any Equipment reported as missed outside of this timescale and no refunds will be issued in these circumstances.

4.7 Should a collection be missed at the fault of the Customer and the Equipment is not removed from the highway, if in the Council’s (reasonable) opinion the Waste is causing a nuisance, the Council reserves the right to return to collect the Waste and to charge the Customer a Return Journey Charge.

4.8 Any Equipment that is deemed to be over the Assumed Weight will not be emptied by the collection crew. In such cases a Return Journey Charge may be applied, and the weight of the Equipment should be reduced before the next collection.

4.9 Where Waste is presented in the Council’s pre-purchased single-use plastic bags, these must be tied at the neck and placed in a protective sack purchased from the Council to prevent the Waste from spilling out.

4.10 Only those materials notified as Recyclable (currently clean paper, cardboard, steel and aluminium cans, empty aerosols, plastic bottles, glass bottles and jars, plastic food pots, tubs and trays, and clean kitchen foil and foil trays) can be presented for the recycling  The Council can amend the materials to be collected by attaching a written notice on the or advising the Customer in writing. Only those materials notified as food waste (currently all uneaten food, plate scrapings, dairy products, cheese & eggs and egg shells, bread, cakes & pastries, raw and cooked meat and bones, tea, coffee and non biodegradable coffee grounds, raw and cooked vegetables, fruit and peelings, raw and cooked fish and bones, cooked and raw paste, rice and beans, wet and dry pet food. The Council can amend the materials to be collected by attaching a written notice on the Equipment of advising the Customer in writing.

4.11 Equipment containing Rubbish that cannot be collected on the commercial service or contaminated Recyclables or Food Waste will not be emptied. The Customer will be notified of the issue and the Equipment will not be collected until the next collection is due and the contamination is removed. It is the responsibility of the Customer to sort the contents of the Equipment and remove contamination. No refunds will be issued in these circumstances.

4.12 If Waste is presented for collection at less than the Expected Frequency the Customer shall still be liable to pay the Collection Charge in line with the Expected Frequency set out in Section 2 of The Transfer Note.

4.13 The Customer shall indemnify the Council against all proceedings and claims for any loss, damage, personal injury or loss of life arising from any of the Customer’s undertakings and obligations under this Contract, howsoever caused, except where the loss, damage, personal injury or loss of life were solely attributable to the negligence of wilful act of the Council or any of its employees or agents.

5. Waste

5.1 The Customer shall sign a new Transfer Note:

1. without prejudice to clause 5.3, at any time when there is a change in any of the details set out in Sections 2 and 3 or on any Transfer Note, and/or
2. before the expiration of twelve months from the Commencement Date or any current Transfer Note and the Customer authorises the Council (or its subcontractor) to act as its agent for the purposes of administering the Transfer Note which shall include, but not be limited to, checking, amending, updating, replacing, renewing and signing the Transfer Note as agent for the Customer

5.2 The Customer warrants that the details relating to the Waste (including, for the avoidance of doubt, those relating to the pre-sorting of Waste by the customer in accordance with the Waste Hierarchy, weight and compactability) contained in Sections 2 and 3 or in any Transfer Note are and will be true and complete. The Council shall be entitled to take samples of the materials placed in the Equipment to satisfy itself that the description is accurate prior to collection and disposal. Such right shall under no circumstances relieve the Customer of its obligations to describe the Waste accurately. The Customer shall inform the Council immediately if any information on the Transfer Note is inaccurate or incorrect.

5.3 The Customer may not place or cause to be placed in the Equipment any material other than Waste described in Section 2 of The Transfer Note or, if such has been signed, in the current Transfer Note.

5.4 Without prejudice to the generality of the provisions of this clause 5, the Council will be entitled to refuse to deal with any material:

1. which it has reason to believe is toxic, poisonous, explosive, inflammable or otherwise dangerous, or
2. the handling of which may cause us to incur civil or criminal liability,
3. or which it has reason to believe is or may be a Hazardous Waste, or
4. the disposal of which might involve us in additional expense or an unreasonable amount of extra work.

5.5 The Council may reject any Waste for the following reasons:

1. the lid of the Equipment is not fully closed (where applicable)
2. the Equipment presented are over in excess of the number specified in Section 2 of The Transfer Note
3. any of the Waste is compacted in Equipment which cannot be dislodged during the normal emptying process on the collection vehicles
4. the Waste is not presented at the Collection Site
5. the wrong Equipment is presented for collection or Waste is presented in the wrong Equipment

5.6 The Customer will be required to remove any Waste contravening clauses 5.5 (a)-(e) prior to the next scheduled collection.

6 Confidentiality, data protection and freedom of information

The Parties shall maintain the confidentiality of any Confidential Information belonging to the other and shall not:

1. use such Confidential Information except for the purpose of performing its rights and obligations under or in connection with this Agreement; or
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by the Parties in writing or as they are required to by law

6.2 The parties must comply with Data Protection Legislation, Data Guidance, the FOIA and the EIR.

6.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Council is the Data Controller and its sub-contractor is the Data Processor and that the Customer’s details will be shared with the Council’s sub-contractor for the purposes of providing the Services.

6.4 If the Council is required under Data Protection Legislation to notify the Information Commissioner or a Data Subject of a Personal Data Breach then within 48 hours of the breach occurring the Council must inform the Customer of the Personal Data Breach, and the Council will report the breach to the Information Commissioner within seventy-two (72) hours as is required within the Data Protection Legislation.

6.5 Where required under Data Protection legislation, the Council shall ensure that it has a Privacy Notice or Consent Notice in place.

6.6 Without prejudice to the generality of clause 6, the Council must ensure that all Personal Data processed by or on behalf of the Council in the course of delivering the Services is processed in accordance with the relevant parties’ obligations under Data Protection Legislation and Data Guidance.

6.7 The Customer acknowledges that the Council is subject to the FOIA and shall give all reasonable assistance to the Council where appropriate or necessary to comply with such duties.

7. Limitation of liability

The Customer's attention is particularly drawn to this clause

7.1 Each of the Parties agrees that they will at their own cost effect and maintain appropriate policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Parties pursuant to this Contract.

7.2 Nothing in this clause 7 shall limit the Customer’s payment obligations under the Contract.

7.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)

7.4 Subject to clause 7.3 (liabilities which cannot legally be limited), the Council’s total liability to the Customer for all loss or damage shall be limited to £50,000.

7.5 Subject to clause 7.3 (liabilities which cannot legally be limited), the Council shall not be responsible for any property (including personal effects), deposited by the Customer or any other person in the Waste or the Equipment and shall not be bound to return the same, nor be liable for any loss or damage thereto.

7.6 Subject to clause 7.2 (limitation of customer’s payment obligations) and clause 7.3 (liabilities which cannot legally be limited), this clause 7.6 sets out the types of loss that are wholly excluded:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill  and
• any indirect or consequential loss

7.7 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.8 This clause 7 shall survive termination of the Contract.

8 Termination and Suspension

Termination

8.1 The Council shall have the right (at its sole discretion) to terminate this Contract without reason, on providing the Customer with not less than thirty (30) days’ notice in writing.

8.2 If the Customer breaches any of the terms and/or conditions of this Contract the Council may, in addition to our other rights in respect thereof, give notice to the Customer to terminate this Contract immediately or, at the Council’s sole discretion, thirty (30) days’ from the date of such notice if the Customer shall not have remedied the breach to the Council’s satisfaction during that time.

8.3 If the Customer shall have a receiver, an administrator or an administrative receiver appointed for the whole or any part of its assets or if an order shall be made or a resolution passed for its winding-up (unless this is for the purpose of its reconstruction or amalgamation) then this Agreement shall terminate immediately.

8.4 The Customer may terminate this Contract at any time following expiry of the Initial Period by giving the Council not less than three (3) months’ written notice via the Council’s online form: www.cornwall.gov.uk/commercial waste.

8.5 On termination or expiry of the Contract:

1. the Customer shall immediately pay to the Council all of the Council’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Council shall submit an invoice, which shall be payable by the Customer immediately on receipt
2.  the Customer shall return the Equipment and any Council Materials to the Council. If the Customer fails to do so, then the Council 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 the Contract
3. if the customer terminates the agreement other than in accordance with clause 8.4 of the conditions, the customer will be liable to pay us damages of 41% of the charge calculated in accordance with clause 8.2 of the conditions

Suspension

This clause applies to Seasonal Customers only.

8.6 Seasonal Customers may suspend the Services at any time (a “Period of Suspension”) on giving the Council not less than thirty (30) days’ notice in writing (“Notice of Suspension”) via email to: commercialwaste@cornwall.gov.uk

8.7 The Notice of Suspension must set out the date on which the Seasonal Customer wishes the Period of Suspension to commence and expire.

8.8 A Period of Suspension may not continue for longer than six (6) months. For the avoidance of doubt, if the Customer has not specified an expiry date in the Notice of Suspension, the Services shall automatically re-commence six (6) months from the first day of any Period of Suspension.

8.9 During any Period of Suspension, the Council is not required to provide the Services.

9 Subcontracting

9.1 The Council reserves the right to subcontract the provision of the Services or any part thereof to any person.

10 Force Majeure

10.1 The Council reserves the right to defer the date of delivery or cancel the Contract or reduce the provision of the Services if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Council including, without limitation, acts of God, governmental actions, pandemic, war or national emergency, acts of terrorism, protests, riot, fire, explosion, flood, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials.

10.2 If the performance of the Council’s obligations under the Contract is in its opinion likely to be hindered, delayed or affected by a reason falling within Condition 10.1 the Council shall promptly notify the Customer in writing of that fact. If such circumstances continue for a continuous period of more than six (6) months, the Council may terminate the Contract by written notice to the Customer.

11 General

11.1 Governing law: 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.

11.2 Jurisdiction: 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.