SKRAP LTD

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

NB. The customer's attention is particularly drawn to the provisions of clause 7 (limitation of liability).

Interpretation
The following definitions and rules of interpretation apply in these Conditions.
- 1.1 Definitions
  1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
  2. Charges: the charges payable by the Customer for the supply of the Services in accordance with 5.
  3. Commencement Date: has the meaning given in 2.2
  4. Conditions: these terms and conditions as amended from time to time in accordance with 10.5.
  5. Contract: the contract between the Skrap and the Customer for the supply of Services in accordance with these Conditions.
  6. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  7. Customer: the person or firm who purchases Services via the Skrap Platform
  8. Customer Default: has the meaning set out in 4.2.
  9. Deliverables: any deliverables ordered via the Skrap Platform.
  10. Incorrect Material: any waste material which falls outside the description of permitted materials in the Instructions.
  11. Instructions: any information and/or directions provided to the Customer in relation to the performance of the Services.
  12. Non-Standard Items: includes any items for which Skrap may charge extra for disposal and which are listed in the Instructions, including mattresses, fridges, tyres etc.
  13. Order: the order placed by the Customer to purchase Services using the Skrap Platform.
  14. Service Provider: any person or organisation engaged or retained by Skrap to carry out partial or total performance of the Services.
  15. Services: the services, including the Deliverables, ordered by the Customer.
  16. Specification: the description or specification of the Services purchased provided on the Skrap Platform.
  17. Skrap: Skrap Ltd registered in England and Wales with company number 11035244.
  18. Skrap Platform: the software platform (website or app) at skrap.xyz through which the Customer shall place the Order and Skrap shall confirm the supply of the Services.
  19. Skrap Materials: has the meaning set out in clause 4.1(h).
  20. Waste Transfer Note: a document providing a written description of waste when it is being transferred from one establishment or person to another and and required under section 34 of the Environmental Protection Act 1990 or any similar document permitted under the Waste (England and Wales) (Amendment) Regulations 2014.
- Interpretation:
  1. reference to legislation or a legislative provision:
    1. is a reference to it as amended, extended or re-enacted from time to time; and
    2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
  2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. A reference to writing or written includes fax and email.
Basis of contract
- These Terms and Conditions apply to a Customer who purchases Services using Skrap. Each Order placed by a Customer constitutes an offer by the Customer to purchase Services from Skrap in accordance with these Terms and Conditions.
- The Order shall only be deemed to be accepted when acceptance of the Order is confirmed via the Skrap Platform at which point and on which date (Commencement Date) a Contract shall come into existence between Skrap and the Customer.
- Any description, pictures or illustrations appearing on the Software Platform, or any advertising issued by Skrap, will be issued or published for the sole purpose of giving an approximate idea of the Services described. The descriptions, pictures, illustrations and/or advertising shall not form part of the Contract or have any contractual force.
- Unless otherwise agreed between Skrap and the Customer in writing, these Terms and Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Supply of Services
- 3.1 Skrap shall supply the Services to the Customer in accordance with these Terms and Conditions and ensure that the Services shall conform with the Specification.
- 3.2 Skrap shall use all reasonable endeavours to meet any performance dates specified on the Skrap Platform, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3 Skrap reserves the right to amend the Specification 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 Skrap shall notify the Customer in any such event.
- 3.4 Skrap warrants to the Customer that the Services will be provided using reasonable care and skill.
Customer's obligations
- 4.1 The Customer shall:
  1. ensure that the Specification of the Order is accurate;
  2. co-operate with Skrap in all matters relating to the Services, including but not limited to complying with the Instructions;
  3. provide Skrap, and its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required
  4. provide Skrap with such information and materials as Skrap may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start or ask Skrap to do this on its belhalf;
  6. keep all materials, equipment, documents and other property of Skrap or of any subcontractor (Skrap Materials) at the Customer's premises in safe custody at its own risk, maintain the Skrap Materials in good condition until returned to Skrap, and not dispose of or use the Skrap Materials other than in accordance with Skrap’s written instructions or authorisation;
  7. to enable Skrap to comply with its duties under section 34 of the Environmental Protection Act 1990 supply Skrap with all documents, data or other information relating to the Services within sufficient time to enable Skrap to provide the Services in accordance with the Contract and, in particular, supply by email to accounts@skrap.xyz an accurate description of any materials or waste handled or collected by Skrap or its Service Provider, agent, sub-contractor or employee during the provision of the Services or, if this is not possible, allow Skrap to carry out an analysis of any such materials or waste in advance of collection at the Customer’s expense; and
  8. promptly sign and return any Waste Transfer Note supplied to confirm the identity of any waste collected by Skrap or its Service Providers
- 4.2 If Skrap's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, Skrap shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve them from the performance of any of their obligations in each case to the extent the Customer Default prevents or delays Skrap’s performance of any of their obligations;
  2. Skrap shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Skrap’s failure or delay to perform any of its obligations as set out in this 4.2; and
  3. Skrap shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Skrap’s failure or delay to perform any of its obligations as set out in this 4.2; and
- 4.3 The Customer is liable to reimburse Skrap and/or any its Service Providers for any losses, damage, claims or expenses incurred in relation to any item such as a skip which belongs to Skrap or to any third party (including any Service Provider) and which is left on private property and awaiting collection by Skrap or any of its Service Providers.
Charges and payment
1. 5.1 The Charges for the Services are specified on the Skrap Platform on the Commencement Date.
2. 5.2 Skrap reserves the right to increase the Charges to take into account taxes applied or changes in the market in relation to the disposal, collection or recycling of waste.
3. 5.3 In addition to the Charges, the Customer agrees to pay to Skrap any additional sums which Skrap may in its sole discretion levy from time to time, including any charges relating to the Customer disposing of Incorrect Material or Non-Standard Items and any fines (including parking fines).
4. 5.4 Payment of the Charges and any further sums owed to Skrap shall be made by any method permitted via the Skrap Platform, including credit or debit card or other secure online payment method or, subject to credit terms being approved in writing in advance by Skrap, within 30 days of the date of Skrap’s invoice.
5. 5.5 Payment of the Charges and any further sums owed to Skrap shall be made by any method permitted via the Skrap Platform, including credit or debit card or other secure online payment method or, subject to credit terms being approved in writing in advance by Skrap, within 30 days of the date of Skrap’s invoice.
6. 5.6 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).
Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1.
Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. 7.1 Skrap has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10 million per claim. The limits and exclusions in this clause reflect the insurance cover Skrap has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
2. 7.2 References to liability in this ause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. 7.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
4. 7.4 Nothing in this 7 shall limit the Customer's payment obligations under the Contract.
5. 7.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6. 7.6 Subject to 7.3 (no limitation in respect of deliberate default), and 7.5 (liabilities which cannot legally be limited), Skrap’s total liability to the Customer
  1. for loss arising from Skrap’s failure to comply with its data processing obligations under 6 shall not exceed £250,000; and
  2. for all other loss or damage shall not exceed £10 million.
7. 7.7 The caps on Skrap’s liabilities shall be reduced by:
  1. payment of an uncapped liability; and
  2. amounts awarded or agreed to be paid under any clause in this agreement.
8. 7.8 Subject 7.3 (No limitation in respect of deliberate default), 7.4 (No limitation of Customer's payment obligations) and 7.5 (Liabilities which cannot legally be limited), this lause 7.8 sets out the types of loss that are wholly excluded:
  1. loss of profits.
  2. loss of sales or business.
  3. loss of agreements or contracts.
  4. loss of anticipated savings.
  5. loss of use or corruption of software, data or information.
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
9. 7.9 Skrap has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, 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.
10. 7.10 Unless the Customer notifies Skrap that it intends to make a claim in respect of an event within the notice period, Skrap shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11. This 7 shall survive termination of the Contract.
Termination
1. 8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 month’s written notice.
2. 8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. he other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  Without affecting any other right or remedy available to it, Skrap may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
3. Without affecting any other right or remedy available to it, Skrap may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
  1. the Customer fails to pay any amount due under the Contract;
  2. the Customer becomes subject to any of the events listed in 8.2(c) or 8.2(d), or Skrap reasonably believes that the Customer is about to become subject to any of them; and
  3. Skrap reasonably believes that the Customer is about to become subject to any of the events listed in 8.2(b).
Consequences of termination
1. On termination or expiry of the Contract, the Customer shall return all of the Skrap Materials along with any Deliverables which have not been fully paid for. If the Customer fails to do so, then Skrap 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.
2. On termination or expiry of the Contract, the Customer shall return all of the Skrap Materials along with any Deliverables which have not been fully paid for. If the Customer fails to do so, then Skrap 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. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
General
1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
  1. Assignment and other dealings.
  2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Skrap’s prior written consent.
3. Confidentiality.
  1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 10.3(b).
  2. Each party may disclose the other party's confidential information:
    1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 10.3; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
4. Entire agreement
  1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract
5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
8. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified on the Skrap Platform.
  2. Any notice or communication shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    3. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    4. This 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  3. Third party rights.
    1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
  4. 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.
  5. 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