1. DEFINITIONS
1.1 For the purpose of this agreement the terms set forth below will have the following meanings:
“Commencement Date” is the date on which the Customer signs this Agreement.
“Confidential Material” is any item deemed by TEC HUT and the Customer to be confidential and/or sensitive in nature including without limitation, paper, discs, videos, uniforms and IT and electronic equipment.
“WEEE” is Waste electrical and electronic equipment.
“Customer” is the person, partnership, unincorporated association, company or other organization named on the customer order;
“Initial Period” means the relevant Minimum Service or Collection Period of twenty-four months auto enrolling at the end of the period;
“Payments” are the sums payable by the Customer according to the type of agreement selected, as set out on the customer order or as varied under Clause 4.2 below;
“TEC HUT” means Tec Hut Ltd,
“Customer Order” refers to the customer order form, signed and dated by the Customer
“Supplementary Charges” means the charges for any services provided by TEC HUT which are not included within the scope of the Agreement Type selected by the Customer as set out in Clause 2 below.
“CBP’s” refers to Collapsible Box Pallets.
“Units” means the storage containers, consoles, CBP’s (collapsible Box Pallets), sacks or materials or other equipment (or any substitute for such items) to which this Agreement applies as set out on the customer order; and “Working Days” means Monday to Friday in each week excluding public holidays in England and Wales.
1.2 In this Agreement any reference to any legislation includes such legislation as amended, extended, consolidated or replaced from time to time.
2. BASIS OF AGREEMENT
2.1 In consideration of the Customer making Payments, TEC HUT will perform its obligations with reasonable care and skill and collect the IT Units for the Customer (as applicable according to the Agreement Type selected by the Customer on the customer order) in accordance with the terms set out in this Agreement, to the exclusion of all other terms and conditions (including any which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the contract between the Customer and TEC HUT simply as a result of such document being referred to by the parties to this Agreement.
2.3 These conditions apply to the collections supplied to the Customer under this Agreement and any variation to these conditions and any representations by TEC HUT shall have no effect unless expressly agreed in writing and signed by a TEC HUT Company Director. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of TEC HUT which is not set out in this Agreement. Nothing in this condition shall exclude or limit TEC HUT’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for IT collections by the Customer from TEC HUT shall be deemed to be an offer by the Customer to use the services and collections subject to these conditions and a minimum of 2 working days written notice must be received for any variations on this agreement, failure to provide this minimum notice will result in a charge being issued for the total volume of waste stated on the Customer Order.
2.5 A charge will be levied for the delivery or collection of waste for each individual delivery address at the prevailing rate.
2.6 TEC HUT will physically collect the customers WEEE and redundant IT on regularly scheduled basis to be mutually determined by TEC HUT and the Customer. The materials for collection will be transported to TEC HUT’s authorized Waste Treatment facility and all items to be collected will be recycled in accordance with the Best Available Treatment, Recovery and Recycling (BATRRT) directive.
2.6.1 All HDDs will be wiped unless previously agreed and stated on the Customer order.
2.6.2 A full asset list will be available to the customer, subject to additional costs: as an electronic document.
2.7 TEC HUT will provide to the Customer, if required, a certificate of destruction for each consignment of Confidential
Material removed from the Customer’s site under this Agreement.
2.8 TEC HUT may, with the Customer’s prior agreement, employ a subcontractor for the purpose of fulfilling any contract entered into by TEC HUT.
3. COMMENCEMENT AND DURATION OF AGREEMENT
This Agreement shall commence on the Commencement Date and, subject to the provisions for termination set out in it, shall run for the Initial Period and then for consecutive periods each equivalent in time to the Initial Period (an “Extension Period”).
4. PAYMENTS
4.1 The Payments shall be payable by the Customer on a pro forma basis unless otherwise agreed. The time of payment of each Payment shall be of the essence of this Agreement and a failure to pay on time shall be deemed to be a fundamental breach of this Agreement.
4.1.1 The Customer agrees to pay the minimum charge stated in the customer order and/or the kilo charge detailed in the customer order, whichever is the greater sum. Cost neutral collections agreed on the basis of 20 working IT items per collection comprising of laptop computers, tablets, PC’s, monitors & servers. If less than 20 items collected a minimum charge of £195 will be levied.
4.2 TEC HUT shall be at liberty to vary the Payments as follows:
4.2.1 At any time where performance of its obligations is made more difficult or costly as a result of new legislation or regulations or changes to existing legislation or regulations, including those which result in increases in National Insurance Contributions;
4.2.2 To take account of an increase in TEC HUT’s operating costs, including (without limitation) costs arising from increases in fuel prices;
4.2.3 Upon each anniversary of the Commencement Date during the Initial Period, by the average increase in inflation during the previous 12 month period as measured by an appropriate index (such index to be determined by TEC HUT); and
4.2.4 At the beginning of the first Extension Period and upon each anniversary of the start of the first Extension Period (including upon all anniversaries during any subsequent Extension Periods) by a percentage increase applied at the discretion of TEC HUT.
4.3 All amounts due under this Agreement are (unless otherwise specified) subject to the addition of VAT at the prevailing rate, which shall be additionally payable by the Customer in full.
5. SUPPLEMENTARY AND OTHER CHARGES
5.1 Unless previously agreed and authorised, if the waste is not located on the ground floor and requires the TEC HUT Representative/driver to collect via the stairways there will be an additional surcharge.
5.1.1 Seventy five pence (0.75p) per item for each flight of stairs, both ascended and descended.
5.2 Should the Tec Hut representative/driver be denied access or the waiting time reaches 30 minutes, this will be classed as a failed collection and Tec Hut reserves the right to instruct the driver to leave the premises and charge £295 or the minimum charge stated on the Customer order, whichever is the greater value.
5.3 Should the volume of waste collected be less than the volume stated by the customer on the Customer Order, TEC HUT reserves the right to charge the customer for the total volume of waste stated on the Customer Order
5.3.1 Should the IT hardware be described as functional/working/ with all components present per item but the IT hardware collected is contrary i.e. non-functional/non-working/missing components etc. TEC HUT reserves the right to charge an additional £25 per item for recycling and processing or £295.00 minimum charge whichever is the greater.
5.4 Should the customer request CBP’s free of charge, TEC HUT reserves the right to charge the customer any costs incurred, plus carriage costs if after 2 months a collection has not been arranged unless previously agreed and stated on the Customer order.
5.5 Where there is restricted vehicle and/or parking access outside a customer’s premises ie. London Red Routes, no parking zones, parking meters etc. together with any congestion charge incurred by TEC HUT in the delivery, installation, service or collection of the Units, TEC HUT reserves the right to charge an access surcharge on completion of the collection.
5.6 Fridges, Freezers ,Fluorescent tubes and CRT Monitors cannot be accepted by TEC HUT. If it is found that clients integrate these items into the IT collection a surcharge of £95 per item will be applied to cover the cost of delivering the items to a specialist treatment facility.
5.7 All Supplementary Charges and other charges referred to in this Clause are payable at the rates current at the time that the relevant services are provided and are to be paid in accordance with TEC HUT’s invoice.
6. LATE PAYMENT
6.1 If the Customer fails to pay any of the Payments or the Supplementary Charges on the due date then, without prejudice to its other rights and remedies, TEC HUT may:
6.1.1 Exercise their statutory right to claim interest and compensation recovery costs at 8% above the Bank of England Base rate for debt under the late payment legislation if not paid according to agreed credit terms; and
6.1.2 (without being in breach to the Customer) suspend the performance of its obligations under this Agreement until such time as the overdue sum is paid in full.
7. COVENANTS OF THE CUSTOMER
7.1 The Customer agrees and covenants with TEC HUT as follows:
7.1.1 to allow TEC HUT and its agents full, convenient and safe access to the site from which collections are carried out during such hours as may be necessary to perform its obligations under this Agreement;
7.1.2 to ensure that the waste materials to be collected and disposed of shall be of the type, character and quantities as specified on the Customer Order and the Customer shall ensure that no material change in the nature of the waste materials shall take place during the contract period. If waste other than the material covered in this Agreement is received, TEC HUT will contact the Customer to agree the method of disposal, and TEC HUT reserves the right to charge the Customer additional charges for such service at the rate current at the time that the service is provided. Such additional charges are to be paid by return upon presentation of TEC HUT’s invoice;
7.1.3 to ensure that the materials to be collected and shredded do not contain any materials that could damage the shredding equipment used by TEC HUT. TEC HUT reserves the right to charge the Customer additional charges to cover any breakdown or repair as a result of the Customer’s actions; and
7.1.4 to ensure that it has the consent of all relevant data subjects to the destruction of the data comprised in the Confidential Material.
8. COVENANTS OF TEC HUT
8.1 All depots, processes, onsite and offsite vehicles are inspected to BS EN 15713 standards.
8.2 All TEC HUT staff are security vetted to BS7858 standards.
9. ACKNOWLEDGEMENTS AND WARRANTIES BY THE CUSTOMER
9.1 The supplier is not the agent of TEC HUT unless this is required by law.
9.2 The Customer warrants to TEC HUT that the waste TEC HUT collects under this Agreement does not contain any hazardous waste or hazardous concentration of any noxious, poisonous or polluting substances, and that any significant change in the waste will be declared to TEC HUT in advance of collection.
10. TERMINATION BY TEC HUT
10.1 If the Customer breaches any term of this Agreement or suffers distress or execution, becomes insolvent or bankrupt, or enters into an arrangement or composition with its creditors or if a liquidator, receiver or administrator is appointed over the whole or any part of its business or assets then, without prejudice to its other rights and remedies, TEC HUT may immediately terminate this Agreement.
10.2 TEC HUT may also terminate this Agreement at any time by giving the Customer 7 days prior written notice.
11. TERMINATION BY THE CUSTOMER
11.1 The Customer may only terminate the collections of this Agreement by giving 90 days prior notice in writing, such notice to expire at the end of the Initial Period or an Extension Period.
12. CONSEQUENCES OF TERMINATION
12.1 Upon termination of this Agreement howsoever arising:
12.1.1 The Customer shall, without prejudice to TEC HUT’s other rights and remedies, pay to TEC HUT on demand all arrears of Payments and any other sums payable under this Agreement up to the date of termination.
12.2 If the Customer seeks to terminate otherwise than in accordance with Clause 12.1 above, then it shall also pay TEC HUT by way of liquidated damages a sum equal to 75% of the aggregate Payments which, but for termination, would have been payable from the date of termination up until expiry of the Initial Period or the then current Extension Period.
12.3 Where the Payments fluctuate from one payment date to the next, the sum due upon termination under Clause 12.2 above shall be calculated by averaging the Payments due from the Customer from the Commencement Date up to the date of termination and multiplying such average by the number of payments which, but for termination, would have been payable up until the end of the Initial Period or the then current Extension Period.
13. LIABILITY
13.1 TEC HUT’s liability for loss or damage to buildings and fixtures and fittings caused by an act or omission of TEC HUT, its agents, employees or subcontractors shall not exceed £1,000,000 per incident;
13.1.1 TEC HUT’s liability for all other loss or damage suffered by the Customer in any 12 month period and caused by an act or omission of TEC HUT, its agents, employees or subcontractors shall not exceed the annual equivalent of the total Payments set out on the Customer Order (excluding any increases to such payments)
13.1.2 the Customer agrees that TEC HUT shall not be liable in any way for any loss of profits, nor shall it be liable for any indirect, consequential or special loss or damage howsoever caused and arising from the Customer’s use or possession of the Units or benefit from the services provided by TEC HUT or otherwise; and
13.1.3 TEC HUT shall not be liable for any delay or failure to comply with its obligations where the failure is caused by fire, flood, inclement weather, strikes, industrial action or any other reason or circumstances (not necessarily similar to those listed) beyond its reasonable control.
13.2 Unless the law provides otherwise (and except as a result of a breach by TEC HUT of its obligations under this Agreement or TEC HUT’s negligence or where TEC HUT is otherwise liable at law for such damage, loss, liability or expenses) and without prejudice to TEC HUT’s other rights and remedies, the Customer shall indemnify TEC HUT against all or any of the following:
13.2.1 any and all damage, loss, liability or expenses which TEC HUT may suffer or incur as a result of a claim by a third party ; and
13.2.2 all costs and expenses (including enquiry agents, debt collection agents and legal costs on a full indemnity basis) incurred or sustained by TEC HUT in enforcing any of the terms of this Agreement.
13.3 The Customer shall indemnify TEC HUT against all damage, loss, liability or expense which TEC HUT may suffer or incur as a result of any action taken by the Environment Agency or similar regulatory body as a result of TEC HUT having entered into this Agreement.
13.4 The Customer shall indemnify TEC HUT against all damage, loss, liability or expense which TEC HUT may suffer or incur as a result of any claim by a third party arising out of or in connection with the destruction of any Confidential Material.
14. SERVICE OF NOTICES
14.1 Any notice required or permitted to be given under this Agreement shall be deemed to have been validly given if served personally upon that party or if sent by first class prepaid post to the address of that party as stated at the head of this Agreement, its last known address or to its registered office.
14.2 Any notice or other information sent by first class prepaid post shall be deemed to have been received by the other party within 48 hours after the date of posting.
15. GENERAL
15.1 The person or persons who sign this Agreement on behalf of the Customer warrant that they have the appropriate and necessary authority to do so and to bind the Customer to the terms set out in it. Where two or more persons are stated on the Customer Order to be the Customer, each of those persons shall be jointly and severally liable for performance of the Customer’s obligations under this Agreement.
15.2 TEC HUT (but not the Customer) shall be free to assign or novate all or any of its rights or obligations under this Agreement (in whole or in part) to any other party without the consent of the Customer
15.3 This Agreement contains the entire agreement between the parties and may only be modified in writing. If any part of it shall, for any reason, be found or held invalid or unenforceable, this shall not affect the remainder of its terms, which shall survive and be construed as if the invalid or unenforceable part had not been contained in this Agreement.
15.4 A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
15.5 The failure of TEC HUT to insist upon the strict performance of any provision of this Agreement or to exercise any right or remedy consequent upon breach of any such provision shall not constitute a waiver of any such breach or any subsequent breach of such provision or prejudice in any way any right of TEC HUT under this Agreement.
15.6 The parties agree that it is not practical to obtain signatures for all services performed and so the Customer accepts that the computerised records of TEC HUT, its subcontractors or agents (as relevant) of the services provided would be adequate proof of the fact that those services have been delivered.
15.7 This Agreement shall be governed by the laws of England and Wales and the English and Welsh courts shall have non exclusive jurisdiction for any disputes arising out of it.