Terms of Business V2

Valid from 13/03/2026

Waste Management Agreement Terms & Conditions

a) The Waste Management Agreement and these Terms & Conditions constitute a legally binding agreement (“Agreement”) between the Provider and the Service User as defined in Section 1 of the Waste Management Agreement. The Service User agrees to be bound by these Terms signing the BSG Waste Management Contract.

b) Definitions:

i) “Party” means the Provider or the Service User; “Parties” means both.

ii) “Sections 1, 2, 3, and 4” refer to those sections of the Waste Management Agreement.

iii) “Commencement Date” means the date of signature.

iiiv) “Service Start Date” means the date specified by the Provider on which the Services are scheduled to commence.

v) “Trigger Event” (“TE”) is any unlawful act or violation of these Terms.

vi) “Remaining Contractual Value” (“RCV”) means the number of months outstanding on the contract multiplied by the Fees detailed in section 4.

vii) “Initial Fixed Term” refers to the contract term in Section 2, which begins on the Service Start Date.

viii) “Additional Term” means a further term which is equal in duration to the inital fixed term unless terminated with prior written notice, no earlier than 180 days and no later than 90 days before the expiry of that term.

ix) ‘Default’ means failure to make any payment within 7 days of the original due date; insolvency, bankruptcy, or similar financial hardship event; repeated breach of agreed payment terms or Direct Debit arrangement.

c) The Agreement begins on the Commencement Date.

d) The Provider shall determine the Service Start Date, once all relevant documentation has been provided and approved.

e) The Agreement shall continue for the Initial Fixed Term for a duration of 36 months unless otherwise specified through the Waste Management Agreement or quote. It renews automatically for an “Additional Term” of the same length, unless terminated in accordance with our Termination Policy.

f) The Service User shall provide prior written notice of termination, no earlier than 180 days and no later than 90 days before the expiry of that term.

Charges

a) The Service User must pay the “Standard Fees” as set out in Section 4. These apply to the Initial Fixed Term and will continue under any Additional Term(s) subject to Clause 2(g). The first payment is due within 7 days of the Service Start Date.

b) Where expressly stated and agreed upon in the BSG Waste Management contract, the Service User shall be entitled to a discount on applicable service charges in consideration for payment via Direct Debit on the due date of each invoice raised by the Provider.

c) Direct Debit Discount (“DD Discount”):

i) Where applicable, a 20% discount applies for timely direct debit payments.

ii) The discount may be revoked if:

The Service User fails to pay by direct debit on time.
Cancels the direct debit mandate;
Breaches the Agreement; or
Terminates the Agreement prematurely before the end of the Initial or any Additional Fixed Term.

d) Additional Charges: The Service User may be subject to Additional Charges which include but are not limited to:

i) Non-DD Payment Charge: If payment is made by other methods on time, an additional charge equal to the DD Discount applies.

ii) DD Reinstatement Fee: £50 per reinstated mandate.

iii) Late Fee(s): In accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

iv) Contamination Fee: For misdescribed or contaminated waste.

v) Excess Weight Fee: of £50.00 per container for exceeding the permitted waste weight as specified by the provider from time to time. The Service User shall be liable to pay any applicable excess weight charges in full.

vi) These, together with Standard Fees, are called the “Fees.”

e) The Service User agrees that all collections are subject to the Provider’s Waste Threshold Policy, and any excess weight may incur additional charges. Weight thresholds for waste containers will be provided on service commencement and reviewed under the Threshold Weight Policy. of £50.00 per container

f) All amounts exclude VAT, which will be charged as applicable.

g) The Provider may vary the Standard Fee or any other Fees by providing the Service User with 30 calendar days’ written notice via email, to reflect changes in law, regulation, supplier prices or costs of service delivery.

Payment

a) All Fees must be paid via Direct Debit, unless agreed otherwise. Fees shall be invoiced and payable on a quarterly basis unless otherwise specified in the agreed quotation or Waste Management Agreement.

b) Provider will notify the Service User at least 3 days before debiting any Fees.

c) The Service User must complete and sign a Direct Debit form.

d) All payments are non-refundable.

e) Late Payments: If the Service User fails to make any payment by its due date, the Provider may:

i) Apply a Late Fee for each missed or late payment to cover administrative and recovery costs;

ii) Recover additional reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

iii) Assign the debt to a third-party recovery agency, pursuant to Section 136 of the Law of Property Act 1925, following written notice via email;

iv) Suspend services and/or initiate termination procedures as outlined in Clause 7, should the account remain unpaid for more than 14 calendar days.

Service

a) Provider may change service days for operational reasons.

b) If a scheduled service cannot be fulfilled, the Provider will attempt to reschedule at the earliest opportunity without liability.

c) Compliance with site-specific requirements cannot always be guaranteed and therefore does not include a breach of contract.

d) Excess Fee applies for overloaded containers.

e) Non-Compliance Fee of £50.00 per container applies if the Service User fails to sign or return a valid Waste Transfer Note in accordance with the Provider’s requirements or applicable law.

f) The Provider will only process any request by the Service User to amend, vary, suspend, or add to the Services where the Service User’s account is fully up to date with no outstanding Fees, and a valid Direct Debit Mandate is in place.

Service Users Obligations

a)The Service User shall cooperate and provide necessary information, in writing, within 7 days of request.

b) The Service User shall not misuse services or products.

c) Failure to comply is a material breach incapable of remedy.

d) The Service User is required to sign and return a Waste Transfer Note before expiry, and comply with all applicable Duty of Care obligations, ensuring that waste is accurately described, stored and handled appropriately prior to collection.

e) The Service User shall be liable for any costs, losses or damages incurred by the Provider arising from the Service User’s incorrect description, categorisation, or declaration of waste.

f) Keep all quotes, proposals, and pricing provided by the Company strictly confidential and not disclose them to any third-party without prior written consent.

g) Treat all members of the Company with respect and in accordance with the Company’s “Treatment of Our Team” policy.

Access & Waste Description

a) All eurobin (also called wheelie bins, trade bins) and sacks/bags are collected on vehicles designed to crush and compact the waste. Unless specifically detailed in the Product description in Section 4, the Provider expects the general commercial waste it collects to be light and compactable, free from soil, bricks, timber, rubble, or un-compactable items.

b) Other wastes which are precluded include but are not limited to electronics, raw meats, and hazardous chemicals unless otherwise specified.

c) Surfaces which hold containers for collection must be of solid construction, free of obstruction, and reasonably graded.

d) Drivers cannot wait long periods for obstacles to clear; wasted journey charges may apply if access to collection is blocked.

e) 24/7 container access is assumed unless the Service User advises otherwise.

Termination

a) Termination requests must always comply with the Provider’s Termination Policy.

b) All outstanding Fees and RCV must be paid in full before termination is accepted.

c) Provider may terminate the Agreement by giving 30 days’ written notice.

d) Immediate termination may occur for breach, misuse, or arrears over 14 days.

e) Early termination requires payment of the full RCV plus outstanding Fees and charges. Any discounts or incentives previously applied will be revoked, and the outstanding balances shall be calculated at our standard rates.

f) Trigger Events cause immediate payment of all outstanding Fees and RCV.

g) If the Provider terminates due to a material breach in this Agreement by the Service User, the Company shall be entitled to recover within 7 days of the invoice being raised:

i) any unpaid fees or charges accrued up to the date of termination.

ii) any costs reasonably incurred by the Provider as a result of the early termination, including administrative, operational or third-party supplier cancellation fees.

iii) the Remaining Contractual Value (RCV) of the term or any Additional Term(s).

iv) a reasonable estimate of loss of anticipated profit or revenue, that the Provider would have earned during the remaining term and any additional terms of the Agreement, including any exclusive supply period, where such losses arise directly from the Service User’s breach.

h) If the Service User submits a termination request but fails to confirm, accept, or complete the termination process within 2 months of the Company issuing a cancellation quotation or requesting confirmation, the Company reserves the right to:

i) Treat the termination request as withdrawn, and

ii) Continue or reinstate services in accordance with the Agreement and the applicable Fees.

i) The Service User remains fully liable for all charges, fees, and obligations under the Agreement until termination is confirmed in writing by the Company.

Responsibility for Equipment

a) Equipment remains the Provider’s property unless stated otherwise.

b) The Service User is responsible for securing and insuring the equipment against fire, theft, vandalism, graffiti, and damage regardless of how it was caused.

c) The Service User indemnifies the Provider against unrecoverable losses.

Waste Transfer Notes

a) Provider issues Waste Transfer Notes annually in accordance with the Environment Agency Act (1990), which the Service User must sign and return before expiry.

b) Changes in waste description must be communicated in writing before the change.

c) Where the Service User has not returned a signed copy of the Waste Transfer Note(s) to the Provider prior to the expiry of the existing Waste Transfer Note(s) a £50.00 per month fee shall be applied for each container for which a valid (signed) Waste Transfer Note is not held by the Provider this shall herein be defined as a “WTN Non-Compliance Fee”

Liability

a) Provider shall not be liable for any loss, damage, or claim arising under or in connection with this Agreement, except for death or personal injury or where liability cannot be excluded under applicable laws.

b) The Provider’s Liability is limited to Fees paid by the Service User.

c) The Service User is responsible for loss or damage to equipment while in their possession.

Data

a) The Service User consents to the Provider’s use of their data in accordance with the Privacy Policy.

b) Both parties shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data shared or processed under this Agreement.

Confidentiality

a) Both Parties shall keep Confidential Information private except where disclosure is required by law or already public.

b) Both parties shall keep all quotes, proposals, and pricing provided by the Company strictly confidential and not disclose them to any third-party without prior written consent.

Assignment

a) The Provider may assign, transfer, or otherwise deal with any of its rights or obligations under this Agreement, including any debts or monies owed by the Service User, without requiring prior consent.

b) This includes the legal assignment of debts pursuant to Section 136 of the Law of Property Act 1925. The Provider may effect such assignment in writing and shall provide notice to the Service User via email to the address listed in Section 1 of this Agreement (or any updated address provided in writing).

c) Upon receipt of such notice, the Service User shall be legally obligated to discharge the debt to the designated assignee in accordance with the notice and the terms of this Agreement.

d) The Service User may not assign, transfer, or otherwise deal with any of their rights or obligations under this Agreement without the prior written consent of the Provider.

Exclusivity

a) The Service User agrees that the Company shall be the exclusive provider of the waste management services specified in this Agreement for the duration of the Term.

b) The Service User shall not appoint, contract, or otherwise engage any other supplier, broker, or intermediary to provide, manage, or arrange equivalent waste management services for the same premises or waste streams without the Company’s prior written consent.

c) Any breach of this Clause 6 shall be deemed a material breach of the Agreement and may result in the Company exercising its rights under Clause 7 (Termination), including the right to recover the Remaining Contractual Value and any associated costs.

d) For the avoidance of doubt, this Clause 6 does not prevent the Service User from engaging other providers for waste services not covered by this Agreement.

Non-Circumvention

a) Both Parties agree not to circumvent the Agreement’s terms or fees.

Force Majeure

a) In no event shall The Provider be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Nature of this Agreement

a) This Agreement supersedes all prior agreements.

b) Delays or failure to enforce rights do not waive those rights.

c) Invalid clauses do not affect the remainder of the Agreement.

d) No third-party rights apply under the Contracts (Rights of Third Parties) Act 1999.

Notices

a) Termination notices must comply with our Termination Policy.

b) General notices, which include changes to these Terms, updates to services, or other general communications may be delivered by hand, registered post, or email.

c) The Company will not accept or act upon any request to amend or terminate the Agreement made by a Broker, Third-Party intermediary (TPI), or any other representative. All such requests must be submitted directly by the Service User from the registered email address specified in Section 1 of the Waste Management Agreement.

Intellectual Property

a) The Service User may only use the Service in a manner consistent with this Agreement. All intellectual property in the Service including that protected by, without limitation, copyright, design right, patents, trade secret and other laws, is and remains the property of the Company. Should the Service User make or suggest improvements or changes to the Service, the Service User agrees that any intellectual property in such suggestion is the property of the Provider.

b) The Service User agrees that the Company may use the Service User’s company logo for activities including but not limited to:

i) publication on the Company’s website;

ii) use in sales pitch decks, presentations and/or events;

iii) use on social media; and

iv) use in internal documents.

c) The Company may, subject to the Service User’s prior written consent and approval, engage in marketing activities that refer to the Service User. Such marketing activities may include but are not limited to:

i) a written and/or video case study;

ii) joint marketing and/or social activities;

iii) joint public relations activities; and

iv) external or internal event activities, (each a “Joint Marketing Activity”).

d) Subject to the above approval, the Company shall be entitled to use the material created during a Joint Marketing Activity in perpetuity anywhere in the world, in any media whether now known or developed in the future, for the purposes of promoting the Company’s goods or services.

e) The Service User acknowledges that the Company may wish to use the Service User’s Marks in connection with any Joint Marketing Activity. Where a Joint Marketing Activity is approved by the Service User in accordance with Clause 18 of this Agreement, the Service User grants to the Company a non-exclusive, fully paid-up licence to use the Service User’s Marks in the Joint Marketing Activity and related promotional material.

f) For the avoidance of doubt, this licence will not automatically terminate upon termination of this Agreement, and the Company will be entitled to continue using the Service User’s Marks in the manner and for the purposes described herein unless otherwise instructed by the Service User, in writing, to cease use of the Service User’s Marks following termination of this Agreement. Upon receipt of such instruction, the Company will cease use of the Service User’s Marks.

g) Where the Company uses the Service User’s Marks, it will comply with all of the Service User’s reasonable guidelines and directions in relation to the form, manner and application of the Service User’s Marks.

h) Save for the Service User’s Marks and notwithstanding any contribution made by the Service User, each Party agrees that all intellectual property in the Joint Marketing Activity material including that protected by, without limitation, copyright, design right, patents, trade secret and other laws, is and remains the property of the Company, and that the Company may use such intellectual property as it sees fit, subject to the provisions of this section.

Variation of Terms

a) The Company may vary these Terms of Business or any associated policies at any time by giving notice to the Service User via the Email Notice Service.

b) Any variation will take effect from the date stated in the notice, and continued use of the Services after that date shall constitute acceptance of the updated terms.